UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF MASSACHUSETTS
UNITED STATES OF AMERICA
450 Fifth Street NW, Suite 8000
Washington, DC 20530
STATE OF ARIZONA
2005 North Central Avenue
Phoenix, AZ 85004
STATE OF CALIFORNIA
300 South Spring Street, Suite 1702
Los Angeles, CA 90013
DISTRICT OF COLUMBIA
400 Sixth Street NW, Tenth Floor
Washington, DC 20001
STATE OF FLORIDA
PL-01, The Capitol
Tallahassee, FL 32399
COMMONWEALTH OF MASSACHUSETTS
One Ashburton Place, 18th Floor
Boston, MA 02108
COMMONWEALTH OF PENNSYLVANIA
14th Floor Strawberry Square
Harrisburg, PA 17120
and
COMMONWEALTH OF VIRGINIA
202 North Ninth Street
Richmond, VA 23219
Plaintiffs,
v.
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AMERICAN AIRLINES GROUP INC.
One Skyview Drive
Fort Worth, TX 76155
and
JETBLUE AIRWAYS CORPORATION
27-01 Queens Plaza North
Long Island City, NY 11101
Defendants.
COMPLAINT
American Airlines Group Inc. (“American”), the largest airline in the world, and JetBlue
Airways Corporation (“JetBlue”), a uniquely disruptive low-cost airline, have entered an
unprecedented and anticompetitive pact. Under their so-called “Northeast Alliance,” the two
rivals have quietly agreed to share their revenues and coordinate which routes to fly, when to fly
them, who will fly them, and what size planes to use on flights to and from four major airports:
Boston Logan International Airport (“Boston Logan”), John F. Kennedy International Airport
(“JFK”), LaGuardia Airport (“LaGuardia”), and Newark Liberty International Airport (“Newark
Liberty”). By consolidating their businesses in this way, American and JetBlue will effectively
merge their operations on flights to and from the four airports—which collectively account for
two thirds of JetBlue’s business. In so doing, the Northeast Alliance will eliminate significant
competition between American and JetBlue that has led to lower fares and higher quality service
for consumers traveling to and from those airports. It will also closely tie JetBlue’s fate to that
of American, diminishing JetBlue’s incentives to compete with American in markets across the
country. The United States and Plaintiff States bring this action to prevent the hundreds of
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millions of dollars in harm to consumers that will occur if these two rivals are permitted to
maintain this modern-day version of a nineteenth-century business trust.
I. INTRODUCTION
1. Millions of consumers depend on the airline industry to travel quickly, efficiently,
and safely within the United States and around the world. Since the U.S. airline industry was
deregulated in 1978, the public has relied on competition among airlines to promote
affordability, innovation, and quality of service. In recent decades, however, the airline industry
in the United States has become increasingly concentrated through mergers, acquisitions, and
alliances between competitors. Today, it is dominated by four large airlines: three “legacy”
airlines—American, Delta Air Lines, and United Airlines—and Southwest Airlines. American is
the largest of these airlines. Together, the four control over 80 percent of domestic air travel.
2. American’s management has long been a “proponent of consolidation in the
industry.” As American’s current CEO explained in 2012: “With fewer airlines, there are fewer
of us trying to get the same number of customers.” “Domestic consolidation” remains one of
American’s “long term projects.”
3. American has championed consolidation internationally as well. Because airlines
are generally unable to merge formally across national borders, however, American instead has
orchestrated de facto mergers through a series of “alliances”—intricate joint ventures involving
extensive coordination and sharing of revenues. The other legacy airlines have formed similar
alliances. As a result, the vast majority of traffic between the United States and Europe, for
example, is now controlled by three global alliances (oneworld, SkyTeam, and Star Alliance),
each headed by one of the three legacy airlines. As JetBlue’s CEO has explained, “it may look
as if a dozen or more airlines [are] providing service. But when you go under the surface, it’s
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really just three big mega-alliances controlling 87% of the traffic. . . . Consumers effectively
have very little choice in markets where JVs [joint ventures] have a stranglehold—and they also
face higher fares.”
4. JetBlue used to oppose consolidation by the major airlines. In 2019, just months
before American approached JetBlue about a possible partnership, JetBlue explained: “We
believe the mega-carriers are large enough—we don’t think it’s in the interest of consumers or
airline workers to allow the giants to get even bigger and more powerful.” That same year,
JetBlue warned: “All that power in the hands of a few very deep-pocketed airlines has
implications for consumers in the form of reduced options, high fares and often poor service.”
5. In the face of consolidation, JetBlue has provided an important and steadfast
source of competition. As JetBlue has explained, “our brand boxes far above our weight.”
“Smaller carriers like JetBlue play a critical role in keeping the commercial aviation industry
competitive and keeping the immense power of the legacy airlines in check.” JetBlue serves “as
an important counterweight to the concentration of power held by our largest competitors; the
benefits we bring to the market—lowering fares, stimulating demand, and raising the bar in
Customer service—are clear.” JetBlue’s own estimate shows that it has saved consumers a total
of more than $10 billion since the airline’s founding, offering lower fares and better service and
forcing competitors to do the same. Even that estimate was, in JetBlue’s words, “conservative.”
6. JetBlue’s reputation for lowering fares is so well known in the airline industry
that it has earned a name: the “JetBlue Effect.” JetBlue’s record in Boston and New York City
illustrates why. Since launching service at Boston Logan in 2004, JetBlue has challenged the
major airlines—including American—by offering lower fares and better service. Consumers
voted with their feet. JetBlue became Boston’s leading airline, offering more flights out of
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Boston than any other airline. What’s more, JetBlue forced American and other airlines that
serve Boston to lower their fares as well. This competition has resulted in substantial savings for
consumers. In 2019, JetBlue estimated that it had saved consumers flying to and from Boston
more than $3 billion since it started serving the airport in 2004. JetBlue has had a similar effect
in New York City. In a presentation titled “16 Years of Disrupting the Industry,” JetBlue
explained that “there’s no question we are a disruptor. There’s no better example of how we’ve
influenced change than at our home at JFK Airport.”
7. Before entering into the Northeast Alliance, American and JetBlue were poised to
compete even more intensively. Having fallen significantly behind JetBlue in Boston, American
had vowed to “win BOS back” by adding routes, increasing capacity on existing flights, and
obtaining new gates. Likewise, JetBlue had announced more flights to and from Boston.
JetBlue was also pursuing opportunities to expand in New York City, and considering expansion
at American strongholds like Philadelphia, Miami, and Los Angeles. As a JetBlue network
planning executive explained in June 2020, “one of the most common trends in JetBlue’s 20 year
history is easily stealing share from AA [American] and eventually winning. So that applies to
PHL [Philadelphia] and MIA [Miami].”
8. JetBlue had also announced plans to launch its first transatlantic flight, from New
York to London, and publicly touted plans to further expand service to Europe, in what promised
to be the most significant challenge to the three global alliances’ stranglehold in those markets.
“These fares are obscene—they are obscene—and they should not be permitted to exist,”
JetBlue’s CEO said of the legacy airlines’ transatlantic service in 2019. “[F]or a low-cost carrier
to come in and discipline the market, lower fares, create more availability, I think that’s a good
thing.” Indeed, American executives feared the impact that JetBlue’s new transatlantic service
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would have on fares. On flights between Boston and London Heathrow, for example, American
worried internally about a “50-60% fare drop in BOSLON once B6 [JetBlue] starts non-stop
service.”
9. Recognizing the significant and growing threat posed by JetBlue, and not satisfied
with the consolidation that has made it the largest airline in the world, American now seeks to
co-opt JetBlue through an unprecedented domestic alliance. Knowing full well that an outright
merger would invite a challenge under Section 7 of the Clayton Act, American instead seeks to
align JetBlue’s economic incentives with its own through a far-reaching partnership based on the
same kinds of alliances that American has used to consolidate international air travel. In so
doing, American and JetBlue have violated Section 1 of the Sherman Act by effectively merging
their operations in Boston and New York City and eliminating competition that has resulted in
substantial benefits for consumers.
10. The harms threatened by the Northeast Alliance, however, extend well beyond
Boston and New York City. In keeping with their long-held strategy of consolidating the
industry, American’s senior executives identified “[f]urther domestic consolidation” as a
potential value of the Northeast Alliance. Like previous consolidation efforts, the Northeast
Alliance allows American to forgo independent growth that would have benefited consumers.
By effectively absorbing JetBlue’s operations in Boston and New York City, American can
reduce investments not just in those cities, but also in other parts of its network where it
otherwise would maintain or add service. As a consequence, consumers across the country will
have fewer options and pay higher fares.
11. In addition, by tying JetBlue’s success to that of American, the Northeast Alliance
will significantly dampen JetBlue’s incentive to continue to compete with its much larger partner
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in the Northeast and beyond. Because JetBlue’s existing operations focus on the Northeast, two
thirds of JetBlue’s business will be bound up with American as part of the Northeast Alliance.
JetBlue itself recognized the danger posed by this close dependence. Less than two months
before entering the Northeast Alliance, JetBlue warned its Board of Directors that the Northeast
Alliance created a risk of JetBlue being “co-opted by Connie [American] manipulation” and
noted that potential ways to alleviate this risk might help preserve only some level of JetBlue’s
independence.
12. If JetBlue complies with American’s wishes, the Northeast Alliance gives
American ways to reward JetBlue; if American doesn’t like what it sees from JetBlue, the
Northeast Alliance gives American the tools to punish JetBlue and bring it to heel. American
can, for example, cut off JetBlue’s access to American’s infrastructure in New York, including
scarce take-off-and-landing authorizations or “slots,” on which JetBlue will come to rely. Or
American can reward JetBlue with more slots. During their regular network planning meetings,
if JetBlue is behaving, American can agree to exit markets where JetBlue competes. Or
American can terminate the arrangement altogether, leaving JetBlue compromised for having
relied upon American. In these ways and others, JetBlue will be beholden to its larger partner,
resulting in a wide-ranging diminution in competition in an industry in which competition is
already in critically short supply.
13. American and JetBlue claim that the Northeast Alliance will result in pro-
competitive benefits, but consumers have heard these empty promises before, including from
American. Consumers will be better off if American and JetBlue continue to compete for their
business. The United States and Plaintiff States bring this action to prevent the harm to
consumers that will occur once the Northeast Alliance is fully implemented and demand for
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airline travel has recovered from the impact of the Covid-19 pandemic. For these reasons and
those set forth below, the Northeast Alliance violates Section 1 of the Sherman Act, and should
be enjoined.
II. JURISDICTION, INTERSTATE COMMERCE, AND VENUE
14. The United States brings this action pursuant to Section 4 of the Sherman Act, as
amended, 15 U.S.C. § 4. The States of Arizona, California, and Florida, the Commonwealths of
Massachusetts, Pennsylvania, and Virginia, and the District of Columbia (“Plaintiff States”)
bring this action under Section 16 of the Clayton Act, 15 U.S.C. § 26, as parens patriae on
behalf of and to protect their general economies and the health and welfare of their residents.
Plaintiffs do so to prevent and restrain American and JetBlue from violating Section 1 of the
Sherman Act, 15 U.S.C. § 1. This Court has subject-matter jurisdiction over this action under
Section 4 of the Sherman Act, 15 U.S.C. § 4.
15. American and JetBlue are engaged in interstate commerce and in activities
substantially affecting interstate commerce. American and JetBlue each annually transport
millions of passengers across state lines throughout this country, generating billions of dollars in
revenues while doing so.
16. Venue is proper under Section 12 of the Clayton Act, 15 U.S.C. § 22. This Court
also has personal jurisdiction over each Defendant. Both Defendants are found and transact
business in this judicial district.
III. DEFENDANTS AND THE NORTHEAST ALLIANCE
A. Defendants
17. American is the largest airline in the world. In 2019, the last full year before the
pandemic, American flew approximately 215 million passengers to more than 365 locations
worldwide, taking in roughly $45 billion in revenues. American is a Delaware corporation with
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its headquarters in Fort Worth, Texas.
18. JetBlue is a low-cost airline founded in 1998. In 2019, JetBlue flew over 42
million passengers to approximately 100 locations worldwide, taking in roughly $8 billion in
revenues. JetBlue has a significantly lower cost structure than the legacy airlines, allowing it to
operate profitably even when offering consumers lower fares. Unlike other low-cost carriers,
such as Southwest Airlines, or ultra-low-cost carriers, such as Spirit Airlines and Allegiant Air,
JetBlue also offers two classes of service, which helps it compete effectively against the legacy
carriers for higher-paying leisure and business customers. JetBlue is a Delaware corporation
with its headquarters in Long Island City, New York.
B. The Northeast Alliance
19. On July 15, 2020, American and JetBlue entered into the Northeast Alliance. The
Northeast Alliance contains many distinct agreements between Defendants. Most notably, an
umbrella agreement, titled the Northeast Alliance Agreement, commits Defendants to pool
revenues and coordinate “on all aspects” of network planning at Boston Logan, JFK, LaGuardia,
and Newark Liberty, including deciding together which routes to fly, when to fly them, who will
fly them, and what size planes to use. In addition, the Mutual Growth Incentive Agreement
commits Defendants to pool and apportion revenues earned on flights to and from the four
airports such that each partner earns the same revenues regardless of whether a passenger flies on
an American or a JetBlue plane. An explicit goal of these agreements is to make “each carrier
indifferent” about whether a passenger chooses American or JetBlue for a particular flight to or
from the four airports.
20. These kinds of restraints of trade—agreements between competitors to coordinate
on output or to share revenues—are often condemned as per se illegal because they have the
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same tendencies to increase prices and reduce output as explicit horizontal agreements on
price. While American and JetBlue technically retain the ability to price independently under the
Northeast Alliance, in reality, neither airline will have the incentive to undercut the other on
price because doing so would simply reduce the revenues each earns under the revenue-sharing
arrangement. Moreover, Defendants can raise fares simply by one of them exiting a market
where it competed against the other, and then share in their now-ally’s increased profits. They
can also agree to cut the number of seats they fly in a market and, in so doing, raise fares. In any
of these ways, American and JetBlue can increase fares without ever talking to each other about
pricing.
21. At the same time that American and JetBlue agreed to these restraints, they also
entered a series of other agreements. Among them is a Codeshare Agreement, through which
American and JetBlue have agreed to market each other’s flights to and from the four airports, as
well as potentially other flights that have yet to be determined. American and JetBlue have also
agreed to pool their “slots” at JFK and LaGuardia, which are takeoff and landing authorizations
issued by the Federal Aviation Administration.
22. This combination of agreements resembles—and was specifically modelled
after—the alliances American has used to bring de facto consolidation to international markets.
Through the Northeast Alliance, American and JetBlue will effectively merge their operations in
Boston and New York City and reduce choices for consumers. The Northeast Alliance is
anticompetitive and unlawful as a whole, and the output coordination and revenue-sharing
restraints present particular competitive concerns due to their inherently anticompetitive nature.
IV. INDUSTRY BACKGROUND
A. Domestic Consolidation in the Airline Industry
23. Over the past two decades, the U.S. airline industry has experienced dramatic
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consolidation through mergers and acquisitions, including those of American/TWA (2001),
America West/US Airways (2005), Delta/Northwest (2008), United/Continental (2010),
Southwest/AirTran (2011), US Airways/American (2013), and Alaska/Virgin America (2016).
As the following JetBlue presentation shows, the four largest airlines now collectively control
over 80 percent of domestic air travel.
As JetBlue’s CEO has remarked, “this is a startling concentration of power.”
24. American’s current CEO, Doug Parker, has cheered these successive waves of
industry consolidation. When he was not cheering them, he led them. He served as CEO of
America West when it merged with US Airways. Later, he served as CEO of US Airways when
it merged with American. Internally, American has referred to Mr. Parker as the “Godfather of
consolidation.”
25. Consolidation may have benefited American, but as JetBlue’s CEO told the public
less than two years before entering into the Northeast Alliance, “it has come at a cost to
consumers. Just look at the fares in some of the fortress hubs and in some of the legacy-
dominated markets without low-fare competition. Chances are, you’ll see fares that are higher
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than they should be and in that construct there’s very little incentive to provide great service or to
innovate.”
26. One way that consolidation has produced this result is by allowing the major
airlines to reduce “capacity,” the industry’s term for the number of seats made available to
consumers. As American’s CEO explained to investors in 2006, there is an “inextricable link”
between removing seats and raising fares. Each significant legacy airline merger in recent years
has been followed by substantial reductions in service. In 2005, America West merged with US
Airways. The combined firm reduced capacity, including by cutting flights at two former hubs
in Pittsburgh and Las Vegas. US Airways’ own post-merger analysis confirmed that it
succeeded in obtaining a “3% - 4% [industry] capacity reduction.” In 2008, Delta merged with
Northwest. Again, the combined firm reduced capacity, including by cutting flights at two
former hubs in Cincinnati and Memphis. In 2010, United merged with Continental. Yet again,
the combined firm reduced capacity, including by shuttering its hub in Cleveland. The trend
continued in 2013, when American merged with US Airways. Under Mr. Parker’s management,
the combined company cut flights at its hubs in Philadelphia and Phoenix.
27. In addition to facilitating these capacity reductions, consolidation has made it
easier for American and other legacy carriers to restrict domestic capacity growth. The legacy
airlines euphemistically call this effort “capacity discipline.” To promote it, senior executives of
the legacy airlines have used public statements to emphasize the importance of restricting
industry growth and to communicate their individual commitments to keep growth in check.
They have also used mergers and acquisitions to make their jobs easier. Before US Airways
merged with American, for example, it stated that if American implemented its aggressive
standalone growth plans, other airlines “may react to AMRs [American’s] plans with their own
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enhanced growth plans destabilizing [the] industry,” which would negatively impact industry
revenues and threaten industry pricing. Following the merger and under Mr. Parker’s leadership,
the combined airline kept its capacity in check, growing at a lower rate than the industry overall.
28. JetBlue’s CEO put it succinctly in 2019: “there’s been a lot of consolidation in the
U.S., and we really don’t have a competitive industry.”
B. International Consolidation in the Airline Industry
29. In parallel with their efforts to achieve domestic consolidation, American and the
other legacy airlines have sought to consolidate the industry internationally. They have done so
through joint ventures similar to the one American now attempts to impose on consumers in the
United States. In transatlantic markets, for example, American has entered into a joint venture
with British Airways, Iberia, Finnair, and Aer Lingus, by which they share revenues and
coordinate operations and pricing. Delta has formed a similar alliance with Air France, KLM,
and Virgin Atlantic. United has done the same with Lufthansa and Air Canada. As JetBlue’s
CEO explained in October 2019, the result is that:
“between the U.S. and Europe, you’d think there’s about 12-15 airlines flying, but
there really isn’t. You know, there are three large joint ventures. In these joint
ventures, these airlines have a permission slip to collude, set pricing, set scheduling
together. Look, if it happened in any other industry, they’d march you off to the
penitentiary, but in aviation it’s taken hold . . . And that’s why you get such high
fares.”
30. American now seeks to bring the strategy home to the United States, by using an
alliance to co-opt a uniquely disruptive competitor: JetBlue.
C. JetBlue’s Role as a Disruptive Competitor
31. For years, JetBlue has undermined American’s efforts to restrain industry
capacity growth and raise fares. The contrast between JetBlue and American’s strategies has
been stark. As JetBlue’s CEO explained in 2015, the “legacy airlines will boast about capacity
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discipline” and “boost profits with higher fares,” but JetBlue will do the opposite: “We’ll add
capacity to keep fares competitive.”
32. The numbers back it up. Between 2004 and 2019, the last full year before the
pandemic, JetBlue expanded its domestic capacity by more than 149 percent, as measured by
available seat miles (“ASMs”), a common industry measure of capacity. By contrast, over that
same time period, American’s domestic capacity actually declined. Indeed, accounting for the
consolidation achieved through mergers, the three legacy carriers collectively reduced domestic
capacity by 4 percent over this period.
33. JetBlue’s capacity growth has been especially remarkable in markets to or from
endpoints in the Northeast, where JetBlue has focused its operations.
1
By 2019, JetBlue had
grown into the fourth largest carrier in those markets, with roughly 16 percent of capacity, after
American (21 percent), Delta (21 percent), and United (20 percent). To achieve that status,
JetBlue grew its capacity within those markets 154 percent between 2004 to 2019, adding
approximately 25 billion ASMs. By contrast, American and the other legacies collectively
shrunk their capacity by 9 percent, or approximately 15 billion ASMs.
34. JetBlue’s capacity growth also has been remarkable in markets within the East
Coast.
2
By 2019, JetBlue had grown into the third largest carrier in those markets, with roughly
16 percent of capacity, after Delta (26 percent) and American (23 percent). To achieve that
1
For purposes of the calculations in this paragraph, the Northeast includes Connecticut, Maine,
Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, and
Vermont. See U.S. Census Bureau, Census Regions and Divisions of the United States (2010),
https://www2.census.gov/geo/pdfs/maps-data/maps/reference/us regdiv.pdf.
2
For purposes of the calculations in this paragraph, the East Coast includes Connecticut,
Delaware, the District of Columbia, Florida, Georgia, Maine, Maryland, Massachusetts, New
Hampshire, New Jersey, New York, North Carolina, Pennsylvania, Rhode Island, South
Carolina, Vermont, and Virginia.
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status, JetBlue grew its capacity 182 percent in those markets between 2004 and 2019, adding
approximately 12 billion ASMs. By contrast, American and the other legacy airlines collectively
shrunk their capacity in these markets by 7 percent, or approximately 5 billion ASMs.
35. Just as JetBlue has aggressively introduced capacity, so too has JetBlue
challenged the legacy airlines in other ways. As JetBlue has explained, “carriers like JetBlue
play a vital role in keeping the commercial aviation industry competitive here and abroad.” The
“presence of smaller competitive carriers like JetBlue helps push fares down across the board.”
36. JetBlue is uniquely disruptive. As JetBlue explained to investors last year,
“JetBlue is a unique airline with a differentiated strategy supported by a number of competitive
advantages.” JetBlue has a significantly lower cost structure than its legacy competitors,
allowing it to operate profitably while charging lower fares. As a result, JetBlue has a long and
public track record of significantly lowering fares when it enters a market. JetBlue also offers
two classes of service through its innovative Mint service. JetBlue touts Mint as “the best
premium product in the market,” and it helps JetBlue compete effectively against the legacy
carriers for higher-paying leisure and business customers in ways other smaller airlines cannot.
As JetBlue’s CEO has explained, “JetBlue has always been a contrarian airline—a disruptor.”
37. Likewise, JetBlue has always been, in its words, “an innovative company.” A
pioneer in service improvements for economy passengers, JetBlue was the first airline to offer
live TV. It was the first to offer free, high-speed Wi-Fi to all passengers, and remains the only
airline to do so. In 2014, JetBlue’s launch of Mint caused premium fares, in JetBlue’s CEO’s
words, to “halve.” JetBlue’s next ambition was to disrupt transatlantic markets and challenge
American and the other legacy carriers internationally. “The fares have got so obscenely high,”
JetBlue’s CEO said of transatlantic service just weeks before American approached JetBlue
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about a partnership. “[W]e’re going to improve service, we’re going to cut fares dramatically,”
he told the public. “You should be paying a fraction of that [legacy prices], and that’s what
we’re going to do.”
V. THE RELEVANT MARKETS AND CONCENTRATION
A. Relevant Markets
38. The relevant product market for assessing the effects of the Northeast Alliance is
scheduled air passenger service. Air travel enables consumers to travel quickly and efficiently
between airports, offering passengers significant time savings and convenience over other forms
of travel. For example, a flight between Boston Logan and Ronald Reagan Washington National
Airport (“Reagan National” or “DCA”) takes approximately an hour and forty-five minutes of
flight time, whereas driving between the two locations takes around eight hours and a train trip
takes around seven hours.
39. Due to time savings and convenience afforded by scheduled air passenger service,
not enough passengers would substitute other modes of transportation (car, bus, or train) to
defeat a small but significant and non-transitory price increase by a hypothetical monopolist of
scheduled air passenger service. Therefore, a hypothetical monopolist over all scheduled air
passenger service likely would increase its prices by at least a small but significant and non-
transitory amount.
40. Within the relevant product market, consumer preferences differ. For example,
some passengers prefer premium over economy seats; some passengers prefer nonstop over
connecting service because it saves travel time; and some passengers prefer buying tickets at the
last minute rather than far in advance. Through a variety of fare restrictions and rules, airlines
can profitably raise fares for some of these passengers without raising fares for others. Thus, the
competitive effects of the Northeast Alliance may vary among passengers depending on their
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preferences for particular types of service.
41. Most passengers book flights with their origins and destinations predetermined.
Not enough passengers who wish to travel between one origin and destination pair would switch
to flights between a different origin and destination pair to defeat a small but significant and non-
transitory price increase by a hypothetical monopolist. Therefore, a hypothetical monopolist of
all scheduled air passenger service in each origin and destination pair likely would increase its
prices by at least a small but significant and non-transitory amount. As a result, scheduled air
passenger service between each origin and destination pair where American and JetBlue compete
or likely would compete in the future comprise the relevant markets for assessing the effects of
the Northeast Alliance under the Sherman Act.
42. Because passengers seek to depart from airports close to where they live and
work, and arrive at airports close to their intended destinations, some passengers within a
metropolitan area may strongly prefer service at a particular airport or airports. Ground transport
times can vary significantly for airports within the same metropolitan area. Recognizing these
distinct passenger preferences, airlines may set prices and manage the availability of fares at
airports differently, even if those airports serve the same large metropolitan area. Therefore, an
origin or destination is no broader than all the airports in a metropolitan area, but in some areas
that contain more than one airport, a specific airport or airports may constitute a distinct origin or
destination for the purposes of defining relevant markets.
43. The four examples described below are particularly relevant for purposes of
assessing the effects of the Northeast Alliance.
44. Boston Logan. Many passengers traveling to and from Boston Logan do not
consider Rhode Island T.F. Green International Airport and New Hampshire’s Manchester-
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Boston Regional Airport to be reasonable alternatives to Boston Logan. Not enough passengers
who wish to fly to and from Boston Logan would switch to flying to and from T.F. Green or
Manchester-Boston Regional to defeat a small but significant and non-transitory price increase
by a hypothetical monopolist. Therefore, a hypothetical monopolist of scheduled air passenger
service in an origin and destination pair involving flights to and from Boston Logan likely would
increase its prices by at least a small but significant and non-transitory amount.
45. JFK and LaGuardia (for Domestic Travel). For domestic travel, many passengers
traveling to and from JFK or LaGuardia do not view service to Newark Liberty as a reasonable
substitute to JFK or LaGuardia. As JetBlue has recognized, Newark Liberty has a “distinct”
catchment area “that does not largely overlap with LGA [LaGuardia] or JFK.” Not enough
passengers who wish to fly between JFK or LaGuardia and a domestic origin or destination
would switch to Newark Liberty to defeat a small but significant and non-transitory price
increase by a hypothetical monopolist. Therefore, a hypothetical monopolist of scheduled air
passenger service in an origin and destination pair involving domestic flights to and from
JFK/LaGuardia likely would increase its prices by at least a small but significant and non-
transitory amount.
46. JFK, LaGuardia, and Newark Liberty (for Transatlantic Travel). For
transatlantic travel, for reasons such as longer flight times and the need to go through customs,
more passengers traveling between the New York City metropolitan area and transatlantic
destinations may view JFK, LaGuardia, and Newark Liberty as reasonable substitutes. Not
enough passengers who wish to fly between JFK, LaGuardia, or Newark Liberty and a
transatlantic origin or destination would switch to another airport to defeat a small but significant
and non-transitory price increase by a hypothetical monopolist. Therefore, a hypothetical
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monopolist of scheduled air passenger service in an origin and destination pair involving
transatlantic flights to and from JFK/LaGuardia/Newark Liberty likely would increase its prices
by at least a small but significant and non-transitory amount.
47. Reagan National. Many passengers traveling to and from Reagan National do not
consider Baltimore/Washington International Thurgood Marshall Airport (“BWI”) or
Washington Dulles International Airport (“Dulles”) to be reasonable alternatives to Reagan
National. As JetBlue has told the Department of Transportation: “Service from other airports in
the greater Baltimore-Washington metropolitan area is not a substitute for service from DCA.”
Not enough passengers who wish to fly to or from Reagan National would switch to BWI or
Dulles to defeat a small but significant and non-transitory fare increase by a hypothetical
monopolist. Therefore, a hypothetical monopolist of scheduled air passenger service between an
origin and destination pair involving flights to and from Reagan National likely would increase
its prices by at least a small but significant and non-transitory amount.
B. Many Relevant Markets Are Highly Concentrated and the Northeast
Alliance Will Significantly Increase that Concentration
48. Where a collaboration between competitors effectively operates like a merger, it
is appropriate to evaluate the collaboration using analytical tools from merger analysis. See U.S.
Dep’t of Justice & Fed. Trade Comm’n, Antitrust Guidelines for Collaborations Among
Competitors § 1.3 (Apr. 2000). One analytical tool often used to evaluate the likely competitive
effects of a merger is market concentration. The more concentrated a market, and the more a
merger would increase concentration in a market, the more likely it is that a merger between
competitors would result in a meaningful reduction in competition. Concentration is typically
measured by the Herfindahl-Hirschman Index (“HHI”). Markets in which the HHI exceeds
2,500 points are considered highly concentrated. Increases in the HHI of more than 200 points
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are considered to be significant increases in concentration. If a merger would increase the HHI
by more than 200, and would result in an HHI above 2,500, the merger is presumed likely to
enhance market power and substantially lessen competition. See U.S. Dep’t of Justice & Fed.
Trade Comm’n, Horizontal Merger Guidelines § 5.3 (revised Aug. 19, 2010).
49. The Northeast Alliance effectively operates like a merger in domestic markets
that have either Boston or JFK/LaGuardia as an endpoint. In these markets, American and
JetBlue will coordinate capacity and share revenues with one another. Under a merger analysis,
the Northeast Alliance would be presumptively anticompetitive in the 11 domestic markets
shown in Appendix A, where Defendants both provided competing nonstop service to and from
Boston prior to the pandemic. The Northeast Alliance would also be presumptively
anticompetitive in the 17 domestic markets shown in Appendix B, where Defendants both
provided competing nonstop service to and from JFK/LaGuardia prior to the pandemic.
50. Concentration measures are also instructive for assessing harms in other markets
where the Northeast Alliance likely will significantly diminish Defendants’ ability and incentive
to compete. In such markets, Defendants will partially coordinate capacity and will share some
but not all of their revenues. For example, Appendix C shows 98 domestic markets where, prior
to the pandemic, no airline provided nonstop service but JetBlue’s connecting service through
Boston or JFK/LaGuardia competed against American’s connecting service through other
hubs. In the markets in Appendix C, Defendants will share revenues and coordinate capacity on
JetBlue’s service, thereby dampening Defendants’ incentives to compete.
51. Within each of the over one hundred markets in the Appendices, the Northeast
Alliance would significantly increase concentration, resulting in a highly concentrated
market. In those markets alone in 2019, American and JetBlue served more than 17 million
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passengers and collected more than $3.8 billion. Those markets do not even include the many
other highly concentrated markets where the Northeast Alliance likely will harm competition,
such as legacy-dominated transatlantic markets that JetBlue is poised to disrupt, or markets
outside the Northeast Alliance where Defendants will have dampened incentives to compete.
VI. THE NORTHEAST ALLIANCE LIKELY WILL HARM COMPETITION
52. As explained more fully below, the Northeast Alliance likely will cause
significant and wide-ranging harms to consumers across the country, including in Plaintiff States.
It likely will harm competition in dozens of domestic markets to and from Boston and
JFK/LaGuardia. In addition, the Northeast Alliance likely will harm competition in legacy-
dominated transatlantic markets to and from Boston and JFK/LaGuardia/Newark Liberty that
JetBlue is uniquely poised to disrupt. More broadly, the Northeast Alliance likely will facilitate
reductions in capacity, and will significantly curtail JetBlue’s independence and dampen its
incentives to compete with American to serve consumers across the country.
A. The Northeast Alliance Likely Will Harm Competition in Domestic Markets
to and from Boston
53. The Northeast Alliance will eliminate competition between American and JetBlue
in markets to and from Boston, leading to reductions in capacity, higher fares, and lower quality
of service. Prior to the pandemic, American and JetBlue competed to provide nonstop service in
the 11 domestic markets with Boston as an endpoint that are listed in Appendix A. JetBlue’s
nonstop service also competed against American’s connecting service in many other markets to
and from Boston.
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54. Competition between American and JetBlue has, for years, resulted in lower fares
for consumers traveling to and from Boston. Since JetBlue launched service at Boston Logan, it
has touted in presentations to governmental agencies, lenders, and public audiences that its
competition with American and other legacy airlines has reduced fares. JetBlue has advertised,
for example, that the average fare for flights between Boston Logan and LaGuardia fell from
$223 to $115 after it entered the market. As American’s Manager of Sales Planning explained in
2019, American’s operations in Boston do “not perform well from a profitability perspective . . .
largely due to the fare destruction B6 [JetBlue] have wrought.”
55. Before the Northeast Alliance, competition between American and JetBlue was
poised to increase. American planned to significantly increase Boston Logan departures and add
new destinations between 2019 to 2024. In September 2019, American’s Senior Vice President
for Network Strategy rallied his team: “WE are not done in BOS” and “are going to fight like
hell in BOS if I have anything to do with it.” In January 2020, the same executive commanded,
“Gird your loins. Time to swing the bat in Boston.”
56. JetBlue also planned to continue growing in Boston. JetBlue’s growth plans
included adding more flights between Boston Logan and American’s hubs in JFK/LaGuardia,
Reagan National, and Philadelphia International Airport. As a January 2020 planning document
explains: “To defend and increase our leading market share position in BOS, more JetBlue
options are added in Boston’s key routes to NYC, DCA and PHL [Philadelphia], serving leisure
and business customers alike with an (almost) hourly service.”
57. The Northeast Alliance will eliminate the growing competition between American
and JetBlue in Boston. Indeed, for JetBlue, that is a feature of the Northeast Alliance, not a bug.
When JetBlue was developing a joint flight schedule with American in April 2020, it identified
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as a strategic goal driving higher margins in markets between Boston and American hubs. Less
than three weeks later, JetBlue circulated a draft joint network schedule showing capacity cuts in
those very markets. The schedule also proposed that American terminate its service from Boston
to Rochester and Syracuse, markets where American previously competed against JetBlue.
B. The Northeast Alliance Likely Will Harm Competition in Domestic Markets
to and from JFK/LaGuardia
58. The Northeast Alliance will eliminate competition between American and JetBlue
in markets to and from JFK and LaGuardia, leading to reductions in capacity, higher fares, and
lower quality of service. Prior to the pandemic, American and JetBlue competed to provide
nonstop service in the 17 domestic markets with JFK or LaGuardia as an endpoint that are listed
in Appendix B. JetBlue’s nonstop service also competed against American’s connecting service
in many other domestic markets to and from JFK and LaGuardia.
59. JetBlue describes itself as “New York’s Hometown Airline” and is the only low-
cost carrier with a significant presence at JFK and LaGuardia. Its unique business model has
enabled it to deliver a “superior product and service compared to its legacy competitors at a
significantly lower cost.” As JetBlue touted in 2019: “Since JetBlue entered the market, overall
JFK passenger traffic has soared from about 30 million annual travelers in 1999 to 62 million
today—that happened because of us and our effect on the market!” “We’ve doubled traffic at
one of the world’s largest airports in less than two decades—that’s what competition brings—
that’s what LCCs [low-cost carriers] like JetBlue do!”
60. JetBlue’s introduction of Mint, a premium cabin that competes with other airlines’
business class, further illustrates JetBlue’s impact in New York City. In June 2014, JetBlue
added Mint service on flights between JFK and Los Angeles International Airport, a nonstop
route also served by American and Delta. Following JetBlue’s introduction of Mint on that
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route, JetBlue executives observed in internal emails that American and Delta “lowered” their
fares “to match B6 [JetBlue] levels.” JetBlue calculated that, following JetBlue entry, American
and Delta’s business class fares on that route fell roughly 49 to 79 percent, depending on the
class of fare.
61. The introduction of Mint has had similar impacts on pricing in other markets
where American and JetBlue compete. As JetBlue has explained, the “Mint premium product
has been revolutionary in the Transcontinental US. Since Mint was introduced in 2014: Public
fares for the premium cabin have decreased, making business class more affordable for all
customers.” Other carriers, including American, have also “improved their front cabin product
to better compete with Mint.”
62. Just as JetBlue has pressured other airlines to reduce fares and improve quality, so
too has American constrained JetBlue’s pricing. For example, in 2019, American suspended
service between JFK and San Diego International Airport, a route on which American competed
with JetBlue. Temporarily freed of competition from American, JetBlue “effectively increased
fares by $20 to $40,” making service between JFK and San Diego “one of the highest fare trans-
con markets in the system.” In other words, the elimination of American as a competitor on the
route allowed JetBlue to raise fares. The elimination of competition between American and
JetBlue after the Northeast Alliance will similarly lead to higher prices and worse service for
consumers.
C. The Northeast Alliance Likely Will Harm Competition in Transatlantic
Markets
63. Prior to the Northeast Alliance, JetBlue had announced plans to launch nonstop
transatlantic service, competing against American between JFK and London, and between
Boston and London. JetBlue also planned to launch nonstop service to other locations in Europe,
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like Paris, where it could “disrupt and capture market share.” The Northeast Alliance will
significantly diminish JetBlue’s incentive to compete aggressively on transatlantic service to and
from Boston and New York City—routes dominated by the legacy airlines and their international
allies. As a result, consumers will face higher prices and lower quality of service in these
markets.
64. As JetBlue has explained, legacy airlines control an “alarmingly high portion of
the transatlantic . . . marketplace.” The markets between London and Boston and between
London and New York City are highly concentrated, dominated by the three legacy carriers and
their respective international alliances. As a result, JetBlue has explained, “legacy-dominant”
service between the United States and Europe has become “uncompetitive” and “over priced.”
In addition, the “already dominant” legacy carriers have used alliances and other partnerships
with foreign airlines to obtain “even greater scale and control” in these markets.
65. By adding service to London from Boston and JFK, JetBlue planned to “disrupt
the transatlantic market through the introduction of its lower airfares and higher-quality service,
just as it has done in the transcontinental United States market since introducing its Mint
business-class product in 2014.” JetBlue has explained that it is “the only . . . credible potential
entrant” on these routes.
66. American recognized the threat posed by JetBlue’s introduction of transatlantic
service. On flights between Boston and London, for example, American predicted that the
revenues generated by its alliance with British Airways on that route would fall 10 percent.
American’s Managing Director of Europe, Middle East, and Asia Sales stated that competition in
that market “is going to be a fare fight especially when B6 [JetBlue] looks to get into the fray.”
67. Although JetBlue has recently launched service between JFK and London, and
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announced plans to launch service between Boston and London beginning in 2022, under the
Northeast Alliance, JetBlue will share revenues that American earns on transatlantic service to
and from Boston and New York City. Thus, any effort by JetBlue to undercut American on price
would reduce the revenues JetBlue earns under the revenue-sharing arrangement. As a
consequence, JetBlue will have less incentive to compete aggressively with American in those
markets, whether by lowering fares or improving service. JetBlue will also have less incentive to
enter new transatlantic markets where it would compete with American.
D. The Northeast Alliance Likely Will Harm Competition Between American
and JetBlue Across Their Networks
68. In the following ways, among others, the Northeast Alliance likely will result in a
wide-ranging diminution of competition that extends beyond the markets where American and
JetBlue provide competing service to and from Boston and New York City.
69. First, as a January 2020 presentation to American’s Board of Directors highlights,
a leading value of a JetBlue partnership is to “[f]urther domestic consolidation.” Like past
mergers, the Northeast Alliance will help American reduce service and restrict capacity growth,
and enhance its efforts to achieve capacity discipline. In late March 2020, a few weeks into the
pandemic, American’s President spent “a long time on [the] phone” with Delta’s former CEO,
and then emailed American’s Chief Revenue Officer, reporting “[g]eneral agreement” that “the
industry is going to have to shed a tremendous amount of capacity.” The partnership with
JetBlue, American’s President explained, “will help facilitate” these capacity reductions.
70. The Northeast Alliance is particularly likely to lead to a reduction in capacity in
Philadelphia, where American operates a hub. Today, Philadelphia plays an important role in
American’s network, serving as American’s “Primary Transatlantic and Northeast connecting
hub.” Prior to the Northeast Alliance, American planned to increase its operations in
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Philadelphia, including by increasing “north/south flying” along the East Coast, offering “more
flights on peak business days,” and adding “more flights to leisure markets on Saturday.” These
investments would have increased competition, driving down prices for consumers. Under the
Northeast Alliance, however, American will share the revenues JetBlue earns on flights to and
from Boston and New York City. Therefore, American will have less incentive to follow
through on its own planned investments in Philadelphia, which it otherwise would have used to
connect many of the same origins and destinations. As American executives put it, the
partnership with JetBlue “will erode its [Philadelphia’s] unique value” for American, causing
Philadelphia to be “de prioritized.” American internally estimated that the Northeast Alliance
would cause American to forgo over $500 million in annual revenues from reduced flying out of
Philadelphia on transatlantic routes alone.
71. Second, the Northeast Alliance aligns the interests of JetBlue with American,
thereby limiting JetBlue’s ability and incentive to remain an independent and disruptive force.
JetBlue will have approximately two thirds of its business tied up with American under the
Northeast Alliance. As a result, JetBlue will rationally fear that aggressive actions towards
American may cause American to terminate the partnership or otherwise discipline JetBlue for
taking actions that displease American in any market.
72. Indeed, the Northeast Alliance empowers American to do just that: it gives
American executives new opportunities to engage regularly with JetBlue executives, and gives
them carrots and sticks with which to reward or punish JetBlue depending on the actions JetBlue
takes. For example, under the Northeast Alliance, American can selectively prevent JetBlue
from being able to market American flights on connecting routes that JetBlue does not serve.
Alternatively, if JetBlue takes actions that American favors, American can reward JetBlue by
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allowing it to market additional American flights. American also can withhold slots from
JetBlue at LaGuardia or JFK. Or, if American likes what it sees from JetBlue, American can
grant JetBlue access to more slots. In these ways and others, the Northeast Alliance will make
JetBlue beholden to its larger partner. As a result, JetBlue will be less likely to add capacity,
lower fares, or enter routes where it would compete with American anywhere in its network.
73. Third, the Northeast Alliance likely will cause American to pull its competitive
punches against JetBlue in order to maintain a good relationship. Already, this dynamic is
evident in American’s interactions with its other “partners.” For instance, American’s CEO
explained to his board of directors that American takes certain actions “in the spirit of
‘partnership’” with one of its international allies, including not pricing connecting service as
aggressively as it otherwise would on routes where its partner offers nonstop service.
74. Fourth, the Northeast Alliance will dampen competition in many markets where
no airline provides nonstop service, but where American and JetBlue provide competing
connecting service. These include the 98 markets listed in Appendix C. Residents of these
smaller communities already face few choices in how they fly, and the connecting service
offered by JetBlue is often their only alternative to high-priced connecting service provided by
the legacy airlines. In these markets, American connects passengers through one of its hubs,
such as Philadelphia or Charlotte. JetBlue competes with American in these markets by
providing connecting service through Boston or JFK. Under the Northeast Alliance, American
will share the revenues that JetBlue generates in these markets, thereby diminishing Defendants’
incentives to compete against each other. As a result, consumers in these markets likely will pay
higher fares.
75. Fifth, the Northeast Alliance makes JetBlue less likely to pursue partnerships with
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other, small airlines that share JetBlue’s incentive to disrupt the legacy carriers’ hold on U.S.
domestic markets. Prior to the Northeast Alliance, JetBlue aspired to obtain, through
transactions with other airlines, a national footprint to challenge the legacy carriers. Provisions
in the Northeast Alliance agreements diminish the ability and incentive of JetBlue to pursue
these and other disruptive transactions, for example, by imposing financial penalties on JetBlue
for engaging in certain agreements with other carriers.
VII. ABSENCE OF COUNTERVAILING FACTORS
A. New Entry and Expansion Will Not Prevent the Harms to Consumers
76. New entry, or expansion by existing competitors, is unlikely to be timely or
sufficient to prevent or remedy the Northeast Alliance’s likely anticompetitive effects. New
entrants into a particular market face significant barriers to success, including difficulty in
obtaining access to slots and gate facilities; the effects of corporate discount programs offered by
dominant incumbents; loyalty to existing frequent flyer programs; an unknown brand; and the
risk of aggressive responses to new entry by the dominant incumbent carrier. In addition, entry
is highly unlikely on routes where the origin or destination airport is another airline’s hub,
because the new entrant would face substantial challenges attracting sufficient local passengers
to support service.
B. Any Transaction-Specific Efficiencies Do Not Outweigh the Harms to
Consumers
77. There are no transaction-specific and cognizable efficiencies that outweigh the
likely competitive harms of the Northeast Alliance. Consistent with its role as a disruptive
competitor that has increased capacity more than the legacy airlines, JetBlue has generally made
more efficient use of its slot holdings in New York City than American, including by flying
bigger planes than American. American now seeks to capitalize on its own inefficiency by
Case 1:21-cv-11558 Document 1 Filed 09/21/21 Page 29 of 42
30
claiming that the Northeast Alliance will enable JetBlue to use its slots instead, resulting in
growth benefitting consumers. But there is nothing stopping American from doing this on its
own. American could—and in fact planned to—make more effective use of its own slots even
without the Northeast Alliance, such as by replacing some of its smaller regional jets with larger
planes, allowing it to offer additional seats to customers. Moreover, American could—and in
fact planned to—simply sell or lease some of its slots to JetBlue. The Northeast Alliance is not
reasonably necessary to accomplish any of Defendants’ allegedly procompetitive goals. There
are less restrictive alternatives by which Defendants could reasonably achieve any
procompetitive benefits. Consumers will be better off if American and JetBlue continue to
compete for their business.
C. The Covid-19 Pandemic Does Not Excuse the Harms to Consumers
78. Defendants seek to justify their unprecedented and anticompetitive alliance by
pointing to the temporary decrease in consumer demand for air travel that has resulted from the
pandemic. The Northeast Alliance, however, was in the works before the pandemic began to
affect the demand for air travel in the United States. In addition, as American and JetBlue
themselves have stated publicly, the impact of the pandemic on demand is temporary, and the
industry is expected to rebound. Neither airline is failing; they received billions of dollars in
subsidies from American taxpayers over the course of the pandemic. There is no reason to
accept the significant loss of competition that will accompany the Northeast Alliance. Air travel
will recover and, as it does, it is important that American and JetBlue continue to compete for the
benefit of consumers.
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D. Defendants’ Commitments Are Inadequate to Prevent the Harms to
Consumers
79. On January 10, 2021, Defendants entered into an agreement with the United
States Department of Transportation in which they made several commitments regarding the
Northeast Alliance. These commitments fail to remedy the harms likely to result from the
Northeast Alliance because, among other things, they do not address the competitive harms
likely to occur in markets to and from Boston; are far too small in scope to address the harms
likely to occur in the many markets to and from New York City; fail to remedy the harms in
other markets where Defendants likely will reduce capacity and raise fares; and fail to prevent
the diminution in JetBlue’s independence and disruptiveness that is likely to result from the
Northeast Alliance.
80. Essentially conceding the anticompetitive nature of the Northeast Alliance,
Defendants have recently amended their agreements to carve out from capacity coordination and
revenue-sharing six extraordinarily concentrated markets to and from Boston where both
Defendants provided competing nonstop service prior to the pandemic. These amendments,
however, leave open the prospect that American and JetBlue could add these routes back into the
Northeast Alliance under certain conditions. Moreover, even now, these six markets remain
within the scope of certain provisions of the Northeast Alliance, including those that allow
Defendants to code-share. The amendments to the Northeast Alliance fail to adequately address
the anticompetitive effects in these six markets and do nothing to address the many other markets
where the Northeast Alliance likely will harm competition.
VIII. VIOLATION ALLEGED
81. The United States and Plaintiff States hereby incorporate the allegations of
paragraphs 1 through 80 above as if set forth fully herein.
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32
82. The Northeast Alliance is a contract, combination, and conspiracy within the
meaning of Section 1 of the Sherman Act, 15 U.S.C. § 1.
83. Under the Northeast Alliance, Defendants will collectively have market power in
the sale of scheduled air passenger service in the markets listed in the Appendices, and in other
markets where Defendants compete or likely would compete in the future.
84. The Northeast Alliance unreasonably restrains competition in the relevant
markets, in violation of Section 1 of the Sherman Act, 15 U.S.C. § 1.
85. Unless enjoined, the Northeast Alliance likely would have the following effects,
among others, in the relevant markets:
(a) actual and potential competition between American and JetBlue would be
eliminated;
(b) competition in general among airlines would be reduced;
(c) airline fares would be higher than they otherwise would be;
(d) capacity would be lower than it otherwise would be; and
(e) service would be lessened.
86. The prospective procompetitive benefits, if any, do not outweigh the likely
anticompetitive effects of the Northeast Alliance.
IX. REQUEST FOR RELIEF
87. Plaintiffs request that:
(a) the Northeast Alliance be adjudged to violate Section 1 of the Sherman
Act, 15 U.S.C. § 1;
(b) Defendants be permanently enjoined from continuing and restrained from
further implementing the Northeast Alliance;
(c) Plaintiffs be awarded their costs of this action, including attorneys’ fees;
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33
and
(d) Plaintiffs be awarded such other relief as the Court may deem just and
proper.
Case 1:21-cv-11558 Document 1 Filed 09/21/21 Page 33 of 42
Dated: September 21, 2021
Respectfully submitted,
FOR PLAINTIFF UNITED STATES OF AMERICA:
/s/ Richard A. Powers
RICHARD A. POWERS
Acting Assistant Attorney General
Antitrust Division
/s/ Kathleen S. O’Neill
KATHLEEN S. O’NEILL
Senior Director of Investigations &
Litigation
/s/ Craig W. Conrath
CRAIG W. CONRATH
Director of Civil Litigation
/s/ Robert A. Lepore
ROBERT A. LEPORE
Chief
Transportation, Energy & Agriculture
Section
/s/ Patricia C. Corcoran
PATRICIA C. CORCORAN
Assistant Chief
Transportation, Energy & Agriculture
Section
/s/ Katherine Celeste Speegle
KATHERINE CELESTE SPEEGLE
Assistant Chief
Transportation, Energy & Agriculture
Section
/s/ William H. Jones II
WILLIAM H. JONES II*
DON P. AMLIN
MAISIE A. BALDWIN
GRANT A. BERMANN
JAMES H. CONGDON
MARISA DIEKEN
J. RICHARD DOIDGE (MA Bar No. 600158)
ERIC D. DUNN
JEREMY P. EVANS
MICHELLE LIVINGSTON
SARAH P. MCDONOUGH
VERONICA N. ONYEMA
SCOTT REITER
KATE M. RIGGS (MA Bar No. 670510)
CHINITA M. SINKLER
U.S. Department of Justice
Antitrust Division
450 Fifth Street, NW, Suite 8000
Washington, DC 20530
Tel: (202) 598-8805
Fax: (202) 307-5802
Email: [email protected]
Attorneys for Plaintiff United States of America
*Attorney of Record
Case 1:21-cv-11558 Document 1 Filed 09/21/21 Page 34 of 42
FOR PLAINTIFF STATE OF ARIZONA:
MARK BRNOVICH
Attorney General
/s/ Dana R. Vogel
DANA R. VOGEL (AZ Bar No. 030748)
ROBERT BERNHEIM (AZ Bar No. 024664)
CHRISTINA GREY (AZ Bar No. 035822)
Arizona Attorney General’s Office
2005 North Central Avenue
Phoenix, AZ 85004
Tel: (602) 542-7748
Email: Dana.Vogel@azag.gov
Attorneys for Plaintiff State of Arizona
FOR PLAINTIFF STATE OF CALIFORNIA:
ROB BONTA
Attorney General
KATHLEEN E. FOOTE
Senior Assistant Attorney General
NATALIE S. MANZO
MICHAEL W. JORGENSON
Supervising Deputy Attorneys General
ROBERT B. McNARY
JAMIE L. MILLER
Deputy Attorneys General
/s/ Robert B. McNary
ROBERT B. McNARY (CA Bar No. 253745)
California Office of the Attorney General
300 South Spring Street, Suite 1702
Los Angeles, CA 90013
Tel: (213) 269-6283
Email: [email protected]
Attorneys for Plaintiff State of California
Case 1:21-cv-11558 Document 1 Filed 09/21/21 Page 35 of 42
FOR PLAINTIFF DISTRICT OF COLUMBIA:
KARL A. RACINE
Attorney General
KATHLEEN KONOPKA (DC Bar No. 495257)
Deputy Attorney General
/s/ Arthur T. Durst
ARTHUR T. DURST (DC Bar No. 888273305)
CATHERINE A. JACKSON (DC Bar No. 1005415)
Office of the Attorney General for the District of Columbia
400 Sixth Street NW, Tenth Floor
Washington, DC 20001
Tel: (202) 442-9853
Email: arthur[email protected]
Attorneys for Plaintiff District of Columbia
FOR PLAINTIFF STATE OF FLORIDA:
ASHLEY MOODY
Attorney General
/s/ Lizabeth A. Brady
LIZABETH A. BRADY (FL Bar No. 457991)
RACHEL S. BRACKETT (FL Bar No. 109775)
COLIN G. FRASER (FL Bar No. 104741)
Office of the Attorney General, State of Florida
PL-01, The Capitol
Tallahassee, FL 32399
Tel: (850) 414-3300
Email: Liz.Br[email protected]
Attorneys for Plaintiff State of Florida
Case 1:21-cv-11558 Document 1 Filed 09/21/21 Page 36 of 42
FOR PLAINTIFF COMMONWEALTH OF MASSACHUSETTS:
MAURA HEALEY
Attorney General
/s/ William T. Matlack
WILLIAM T. MATLACK (MA Bar No. 552109)
DANIEL H. LEFF (MA Bar No. 689302)
Office of the Attorney General
One Ashburton Place, 18th Floor
Boston, MA 02108
Tel: (617) 727-2200
Email: William.Matlac[email protected]ov
Attorneys for Plaintiff Commonwealth of Massachusetts
FOR PLAINTIFF COMMONWEALTH OF PENNSYLVANIA:
JOSH SHAPIRO
Attorney General
JAMES A. DONAHUE, III (PA Bar No. 42624)
Executive Deputy Attorney General
Public Protection Division
/s/ Tracy W. Wertz
TRACY W. WERTZ (PA Bar No. 69164)
JOSEPH S. BETSKO (PA Bar No. 82620)
JENNIFER A. THOMSON (PA Bar No. 89360)
Pennsylvania Office of Attorney General
Antitrust Section
14th Floor Strawberry Square
Harrisburg, PA 17120
Tel: (717) 787-4530
Email: twertz@attorneygeneral.gov
Attorneys for Plaintiff Commonwealth of Pennsylvania
Case 1:21-cv-11558 Document 1 Filed 09/21/21 Page 37 of 42
FOR PLAINTIFF COMMONWEALTH OF VIRGINIA:
MARK R. HERRING
Attorney General
ERIN B. ASHWELL
Chief Deputy Attorney General
SAMUEL T. TOWELL
Deputy Attorney General
Civil Litigation Division
RICHARD S. SCHWEIKER, JR.
Senior Assistant Attorney General and Chief Consumer Protection Section
/s/ Sarah Oxenham Allen
SARAH OXENHAM ALLEN (VA Bar No. 33217)
TYLER T. HENRY (VA Bar No. 87621)
Office of the Virginia Attorney General
Antitrust Unit
202 North Ninth Street
Richmond, VA 23219
Tel: (804) 786-6557
Email: SOAllen@oag.state.va.us
Attorneys for Plaintiff Commonwealth of Virginia
Case 1:21-cv-11558 Document 1 Filed 09/21/21 Page 38 of 42
APPENDIX A – Shares and HHI Based on Calendar Year 2019 Revenues
APPENDIX A-1
Market
American
Share
JetBlue
Share
Combined
Share
Resulting
HHI
Increase in
HHI
Boston (BOS) to Charlotte (CLT) 72% 25% 96% 9245 3518
Boston (BOS) to Washington DC (DCA)* 44% 44% 88% 7877 3870
Boston (BOS) to Philadelphia (PHL) 57% 30% 87% 7716 3423
Boston (BOS) to Rochester (ROC) 29% 57% 86% 7548 3344
Boston (BOS) to Phoenix (PHX/AZA) 69% 16% 85% 7319 2223
Boston (BOS) to Dallas (DFW/DAL) 67% 16% 84% 7086 2190
Boston (BOS) to Syracuse (SYR) 25% 57% 82% 6968 2887
Boston (BOS) to Miami (MIA/FLL) 41% 35% 76% 6052 2889
Boston (BOS) to Los Angeles (LAX/LGB/BUR/ONT/SNA) 28% 34% 63% 4404 1941
Boston (BOS) to NYC (JFK/LGA) 29% 21% 50% 5000 1207
Boston (BOS) to Chicago (ORD/MDW) 35% 13% 48% 3661 940
* Delta began nonstop service in this market in September 2019. Therefore, the shares and the HHI in this market were
calculated based on revenue generated in the Fourth Quarter of 2019, the full quarter following Delta’s entry into the market.
Case 1:21-cv-11558 Document 1 Filed 09/21/21 Page 39 of 42
APPENDIX B – Shares and HHI Based on Calendar Year 2019 Revenues
APPENDIX B-1
Market
American
Share
JetBlue
Share
Combined
Share
Resulting
HHI
Increase in
HHI
NYC (JFK/LGA) to Nantucket (ACK)* 6% 90% 95% 9091 1034
NYC (JFK/LGA) to Martha's Vineyard (MVY)* 18% 73% 91% 8327 2584
NYC (JFK/LGA) to Phoenix (PHX/AZA) 52% 9% 62% 4943 951
NYC (JFK/LGA) to West Palm Beach (PBI)** 3% 57% 60% 5177 379
NYC (JFK/LGA) to Los Angeles (LAX/LGB/BUR/ONT/SNA) 27% 32% 58% 4452 1686
NYC (JFK/LGA) to Miami (MIA/FLL) 33% 23% 56% 4609 1522
NYC (JFK/LGA) to Orlando (MCO) 7% 48% 55% 4797 672
NYC (JFK/LGA) to Boston (BOS) 29% 21% 50% 4999 1207
NYC (JFK/LGA) to Raleigh-Durham (RDU) 37% 11% 48% 4980 821
NYC (JFK/LGA) to Savannah (SAV) 5% 41% 47% 5003 422
NYC (JFK/LGA) to Las Vegas (LAS) 14% 32% 46% 4630 893
NYC (JFK/LGA) to San Francisco (SFO/OAK/SJC) 19% 27% 46% 3688 1037
NYC (JFK/LGA) to Austin (AUS) 23% 21% 45% 4304 993
NYC (JFK/LGA) to San Diego (SAN) 12% 33% 45% 4617 791
NYC (JFK/LGA) to Charleston (CHS) 9% 35% 44% 5054 615
NYC (JFK/LGA) to Portland, ME (PWM) 20% 18% 37% 5317 695
NYC (JFK/LGA) to Chicago (ORD/MDW) 33% 3% 36% 2732 207
* Both American and JetBlue operate nonstop service in these markets on a seasonal basis during the summer.
** American operates nonstop service in this market during the winter, while JetBlue operates nonstop service in this market
year round.
Case 1:21-cv-11558 Document 1 Filed 09/21/21 Page 40 of 42
APPENDIX C – Shares and HHI Based on Calendar Year 2019 Revenues
APPENDIX C-1
Market
American
Share
JetBlue
Share
Combined
Share
Resulting
HHI
Increase in
HHI
Martha's Vineyard (MVY) to Charleston (CHS) 21% 79% 100% 10000 3286
Nantucket (ACK) to Sarasota (SRQ) 29% 71% 100% 10000 4119
Nashville (BNA) to Martha's Vineyard (MVY) 64% 31% 96% 9165 4017
Jacksonville (JAX) to Martha's Vineyard (MVY) 12% 83% 95% 9125 2007
New Orleans (MSY) to Martha's Vineyard (MVY) 65% 26% 91% 8432 3432
Martha's Vineyard (MVY) to Pittsburgh (PIT) 19% 72% 91% 8376 2783
Nantucket (ACK) to New Orleans (MSY) 19% 70% 90% 8096 2725
Nantucket (ACK) to Portland, OR (PDX) 5% 85% 90% 8221 881
Nantucket (ACK) to Rochester (ROC) 10% 80% 90% 8229 1642
Nantucket (ACK) to Jacksonville (JAX) 6% 84% 90% 8085 1013
Martha's Vineyard (MVY) to Raleigh-Durham (RDU) 26% 63% 89% 8036 3324
Nantucket (ACK) to Tampa (TPA/PIE) 11% 78% 89% 7947 1680
Orlando (MCO) to Martha's Vineyard (MVY) 9% 81% 89% 8081 1386
Nantucket (ACK) to Charleston (CHS) 17% 70% 87% 7644 2331
Nantucket (ACK) to Orlando (MCO) 5% 82% 87% 7582 808
Martha's Vineyard (MVY) to Tampa (TPA/PIE) 16% 68% 84% 7260 2240
Martha's Vineyard (MVY) to Syracuse (SYR) 12% 72% 84% 7300 1748
Nantucket (ACK) to Fort Myers (RSW) 5% 78% 83% 7076 793
Nantucket (ACK) to Raleigh-Durham (RDU) 18% 64% 83% 6927 2365
Martha's Vineyard (MVY) to Cleveland (CLE/CAK) 28% 54% 82% 6881 3040
Martha's Vineyard (MVY) to Charlotte (CLT) 63% 20% 82% 6989 2468
Nantucket (ACK) to Richmond (RIC) 13% 69% 82% 6860 1806
Martha's Vineyard (MVY) to Richmond (RIC) 16% 63% 79% 6483 1990
Nantucket (ACK) to Miami (MIA/FLL) 15% 63% 78% 6268 1890
Miami (MIA/FLL) to Martha's Vineyard (MVY) 13% 64% 77% 6179 1661
Nantucket (ACK) to Charlotte (CLT) 50% 27% 77% 6242 2698
Nantucket (ACK) to Pittsburgh (PIT) 10% 66% 76% 6082 1345
Nantucket (ACK) to Philadelphia (PHL) 12% 63% 75% 6246 1516
Nantucket (ACK) to Cleveland (CLE/CAK) 28% 44% 72% 5446 2439
Minneapolis-St. Paul (MSP) to Martha's Vineyard (MVY) 10% 61% 71% 5610 1241
Nantucket (ACK) to Atlanta (ATL) 15% 55% 70% 5311 1660
Martha's Vineyard (MVY) to Chicago (ORD/MDW) 37% 33% 70% 5697 2433
Nantucket (ACK) to Nashville (BNA) 29% 41% 70% 5297 2383
Buffalo (BUF) to Palm Springs (PSP) 63% 5% 68% 5112 631
Martha's Vineyard (MVY) to Atlanta (ATL) 33% 34% 67% 5145 2220
Nantucket (ACK) to Phoenix (PHX/AZA) 43% 23% 66% 4918 1961
Martha's Vineyard (MVY) to Dallas (DAL/DFW) 59% 5% 64% 5108 609
San Juan (SJU) to Syracuse (SYR) 21% 43% 64% 4690 1801
Martha's Vineyard (MVY) to Detroit (DTW) 19% 43% 62% 4773 1616
Nantucket (ACK) to Dallas (DAL/DFW) 54% 8% 62% 5062 913
Nantucket (ACK) to Chicago (ORD/MDW) 28% 33% 61% 4397 1841
Burlington (BTV) to San Juan (SJU) 17% 44% 61% 4518 1515
Martha's Vineyard (MVY) to Savannah (SAV) 9% 50% 60% 5186 931
Burlington (BTV) to Fort Myers (RSW) 40% 18% 58% 4259 1431
Burlington (BTV) to West Palm Beach (PBI) 36% 22% 58% 4289 1586
Burlington (BTV) to Jacksonville (JAX) 45% 12% 57% 4280 1111
West Palm Beach (PBI) to Syracuse (SYR) 50% 7% 57% 4563 690
Jacksonville (JAX) to Syracuse (SYR) 51% 5% 56% 4512 553
Albuquerque (ABQ) to Syracuse (SYR) 50% 6% 56% 4131 574
Case 1:21-cv-11558 Document 1 Filed 09/21/21 Page 41 of 42
APPENDIX C – Shares and HHI Based on Calendar Year 2019 Revenues
APPENDIX C-2
Market
American
Share
JetBlue
Share
Combined
Share
Resulting
HHI
Increase in
HHI
Burlington (BTV) to Tampa (TPA/PIE) 43% 12% 55% 4044 1043
Burlington (BTV) to Miami (MIA/FLL) 40% 15% 54% 4062 1164
Savannah (SAV) to Syracuse (SYR) 47% 6% 54% 4377 595
Burlington (BTV) to Charleston (CHS) 40% 12% 52% 3848 953
Burlington (BTV) to Raleigh-Durham (RDU) 40% 12% 52% 3932 976
Nantucket (ACK) to Detroit (DTW) 23% 29% 52% 3517 1342
Charleston (CHS) to Syracuse (SYR) 46% 5% 51% 4226 448
Burlington (BTV) to Phoenix (PHX/AZA) 37% 13% 50% 3721 939
Burlington (BTV) to Savannah (SAV) 35% 14% 50% 3867 1024
Buffalo (BUF) to Savannah (SAV) 41% 8% 49% 4351 665
Burlington (BTV) to New Orleans (MSY) 40% 9% 49% 3736 731
Albuquerque (ABQ) to Burlington (BTV) 21% 28% 48% 3739 1140
Burlington (BTV) to Buffalo (BUF) 26% 22% 48% 3641 1126
Reno (RNO) to Rochester (ROC) 23% 25% 48% 4442 1144
Providence (PVD) to San Juan (SJU) 32% 15% 47% 3741 945
Portland, ME (PWM) to Rochester (ROC) 40% 6% 46% 3094 485
San Diego (SAN) to Syracuse (SYR) 40% 6% 46% 3523 488
Syracuse (SYR) to Los Angeles (LAX/LGB/BUR/ONT/SNA) 33% 13% 46% 3517 862
Jacksonville (JAX) to Portland, ME (PWM) 38% 6% 44% 3260 437
Burlington (BTV) to Orlando (MCO) 24% 19% 43% 2973 925
Las Vegas (LAS) to Syracuse (SYR) 38% 6% 43% 3369 425
Albuquerque (ABQ) to Rochester (ROC) 30% 11% 41% 2900 672
Fort Myers (RSW) to Syracuse (SYR) 35% 5% 41% 3043 379
Buffalo (BUF) to Portland, ME (PWM) 32% 8% 40% 2861 508
Burlington (BTV) to San Diego (SAN) 22% 17% 40% 3559 769
Portland, ME (PWM) to San Juan (SJU) 31% 9% 40% 2807 557
Boston (BOS) to Reno (RNO) 35% 5% 40% 2928 375
Buffalo (BUF) to San Juan (SJU) 12% 27% 39% 3175 671
Buffalo (BUF) to West Palm Beach (PBI) 31% 7% 38% 3243 422
Burlington (BTV) to Los Angeles (LAX/LGB/BUR/ONT/SNA) 19% 19% 38% 3650 706
Rochester (ROC) to San Juan (SJU) 18% 20% 38% 2880 713
Rochester (ROC) to Savannah (SAV) 31% 6% 38% 4031 384
West Palm Beach (PBI) to Rochester (ROC) 29% 9% 38% 3237 526
Austin (AUS) to Burlington (BTV) 26% 10% 36% 3401 499
Miami (MIA/FLL) to Rochester (ROC) 30% 6% 36% 3075 352
Portland, ME (PWM) to Los Angeles (LAX/LGB/BUR/ONT/SNA) 29% 7% 36% 3071 410
Raleigh-Durham (RDU) to Rochester (ROC) 31% 5% 36% 2765 321
San Francisco (SFO/OAK/SJC) to Syracuse (SYR) 25% 11% 36% 3298 542
San Juan (SJU) to Albany (ALB) 19% 16% 36% 3324 628
Los Angeles (LAX/LGB/BUR/ONT/SNA) to Rochester (ROC) 26% 9% 35% 3127 475
Burlington (BTV) to Las Vegas (LAS) 26% 9% 34% 3305 442
Jacksonville (JAX) to Rochester (ROC) 28% 6% 34% 3032 325
Portland, ME (PWM) to Reno (RNO) 14% 20% 33% 4871 540
Albuquerque (ABQ) to San Juan (SJU) 27% 5% 32% 2652 279
Burlington (BTV) to Seattle (SEA) 16% 17% 32% 3426 525
Seattle (SEA) to Syracuse (SYR) 27% 6% 32% 2869 305
Syracuse (SYR) to Houston (IAH/HOU) 26% 6% 32% 3447 298
Key West (EYW) to Syracuse (SYR) 24% 8% 31% 3904 371
Martha's Vineyard (MVY) to Phoenix (PHX/AZA) 5% 26% 31% 5712 247
Case 1:21-cv-11558 Document 1 Filed 09/21/21 Page 42 of 42
