# In re AMR Corp.

> United States Bankruptcy Court, S.D. New York · August 15, 2012 · 477 B.R. 384

URL: https://www.frixlaw.com/law-library/cases/8495026

## Case

- **Full name:** In re AMR CORPORATION, Debtors
- **Court:** United States Bankruptcy Court, S.D. New York
- **Decided:** August 15, 2012
- **Citations:** 477 B.R. 384; 194 L.R.R.M. (BNA) 2035; 2012 Bankr. LEXIS 3756; 2012 WL 3422541
- **Precedential status:** Published
- **Opinion:** Opinion of the court by Lane
- **Judges:** Lane
- **Cited by:** 21 later opinions in the Frix Law Library

## Citator (automated)

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- Full citator and citing cases: https://www.frixlaw.com/law-library/cases/8495026

## How later opinions describe it (automated extraction)

- finding that the Debtors established that changes were necessary to the collective bargaining agreement and rejecting many of the APA objections, but denying the Debtors’ motion under Section 1113 of the Bankruptcy Code without prejudice because the Debtors failed to show that…
- holding that Marrama's power to revoke the trust became property of the chapter 7 estate, exercisable by the chapter 7 trustee
- noting that “nothing in Section 1113 itself ... supports the notion that a collective bargaining right can exist in perpetuity. Indeed, the case law says otherwise.”
- noting that "courts have rejected attempts to focus the Section 1113 inquiry on a proposal made by a party other than the debtor”

## Opinion text

MEMORANDUM OF DECISION
SEAN H. LANE, Bankruptcy Judge.
TABLE OF CONTENTS
BACKGROUND..395
I. AMERICAN AIRLINES, INC. AND ITS OPERATIONS.395
II. DEVELOPMENTS IN THE AIRLINE INDUSTRY.396
A. Domestic Deregulation and the Entry of Low Cost Carriers.396
B. International Deregulation.397
C. External Shocks to the Airline Industry.397
III. THE DECLINE OF AMERICAN.397
A. Increased Price and Service Competition.398
B. American’s High Labor Costs and Productivity Issues.399
C. Mergers and Restructurings of Other Carriers.400
IV. RECENT DEVELOPMENTS REGARDING AMERICAN.401
mSETTSSTON . . ...405
I.THE STANDARD UNDER SECTION 1113
A. Necessity.
B. Fair and Equitable Treatment.
C. Complete Information and Information Necessary to Evaluate the
Proposal.
D. Good Faith/Good Cause..
E. Balance of the Equities.
II. EVALUATION OF AMERICAN’S PROPOSAL TO THE APA....
A. Necessary for Reorganization.
1. Blanket Objections to American’s Motion.
a) Potential Merger with U.S. Airways.
b) Objections to the Business Plan .
c) Convergence.
2. Objection to Proposed Changes in Benefits to All Employees
a) Pension Plans.
b) Medical Costs Generally.
c) Active Medical.
d) Retiree Medical.
e) Objections to Proposed Benefit Changes.
3. Objections To Proposed Changes Relevant Only to the Pilots
a) Regional Jets.
b) Codesharing.
c) Furlough.
d) Schedule Maximum.
*393 e) Sick Leave. LO CO ''vF
f) Valuation of Proposal . SO CO Tji
Fair and Equitable Treatment t-CO W
Complete and Reliable Information/Information Necessary to Evaluate the Proposal. 05 co ^ O
Good Faith Negotiations/Good Cause to Refuse the Proposal . CO O
1. Criticism that American Failed to Change Its Section 1113 Request for Concessions . CO ^ rí
2. American’s Alleged Refusal to Negotiate over Specific Terms. CO Tí
3. American’s Alleged Refusal to Accept the APA’s Counterproposal C- ^ Trtt
00 ^
Objections to the Motion By Other Parties o lO P
CONCLUSION. .454
Before the Court is a motion by debtor American Airlines, Inc. (“American” or the “Company”) under Section 1113 of the Bankruptcy Code to reject the collective bargaining agreements between American and its pilots, flight attendants and some of its transit workers (the “Motion”). These employees are represented by three unions (collectively, the “Unions”): (1) the Association of Professional Flight Attendants (the “APFA”); (2) the Allied Pilots Association (the “APA”); and (3) the Transit Workers Union of America, AFL-CIO (the “TWU”).
Under Section 1113 of the Bankruptcy Code, a court may authorize a debtor to reject a collective bargaining agreement if certain requirements are met. These requirements include that, before seeking court relief, a debtor must a proposal to the union that: (i) provides for modifications that are “necessary” to the debtor’s ability to reorganize; (ii) treats the creditors, debtor, and affected parties fairly and equitably; and (iii) is based on the most complete and reliable information available. The debtor must also establish that: (i) it has shared such relevant information with the union as is necessary to evaluate the proposal; (ii) it has conferred in good faith to try to reach an agreement; (iii) its proposal has been rejected by the authorized representative of the employees without “good cause;” and (iv) the balance of the equities clearly favors rejection. Through these seven interrelated requirements, Section 1113 attempts to “reconcile the public policy that favors collective bargaining with the reality of bankruptcy, recognizing that Chapter 11 is not merely business as usual but an extremely serious process that can lead to liquidation and the loss of the jobs of all the debtor’s employees as well as of the creditors’ opportunity for any meaningful recovery.” In re Northwest Airlines Corp., 346 B.R. 307, 314 (Bankr.S.D.N.Y.2006).
The Court held a three week trial on this matter (the “Trial”). After the Trial, all parties continued negotiating in the hope of reaching new collective bargaining agreements. As a result of those efforts, American has reached a new collective bargaining agreement with the TWU and presented a new proposal to the APFA that is currently the subject of a ratification vote by APFA members. See Collier on Bankruptcy ¶ 1113.01 (Alan N. Resnick & Henry J. Sommer eds., 16th eds.) (“Collier”) (“The language and history of section 1113 make clear that the preferred outcome under section 1113 is a negotiated solution rather than contract rejection.”). But as efforts at a negotiated solution with the pilots have failed, the Court now reluctantly issues this opinion solely to address the merits of the Motion as to the APA.
In evaluating the Motion, this Opinion will first set forth the factual background *394 and relevant legal authority for understanding this dispute. It will next analyze American’s Section 1113 proposal to the APA as to each of Section 1113’s requirements, with a particular emphasis on the highly disputed issue of necessity.
For the reasons discussed below, the Court concludes that American has established that significant changes are necessary to the APA’s collective bargaining agreement for reorganization. Crucial to this conclusion is the undisputed fact that American labor costs for pilots are among the highest of its network competitors and that American has lost more than $10 billion since 2001, including more than $1 billion in 2011. The Court rejects the APA’s contention that American must engage in a merger transaction before being granted relief under Section 1113 as such a notion is inconsistent with the expedited relief contemplated by the statute and the simple fact that no merger transaction has been presented to this Court. The Court also rejects the APA’s related contention that American’s business plan is fatally flawed and thus an improper basis for seeking Section 1113 relief. The Court finds instead that American’s business plan is very similar to the business plans presented in other airline bankruptcies and thus provides an appropriate basis for establishing that significant changes are necessary to the APA’s existing collective bargaining agreement.
Turning to the specific details in American’s proposal, the Court finds that American has demonstrated that changes are necessary to employee benefits that apply to all union employees, including the pilots, and to many of the collective bargaining terms that apply only to the pilots. The need for change is supported by both American’s business plan and by comparing the existing pilot agreement to the pilot agreements of American’s competitors. Notably, the Court concludes that change is necessary to the scope clause that defines the extent of flying done by American’s pilots. The Court further finds that most of the specific changes in American’s proposal satisfy all of the requirements of Section 1113.
As explained in more detail below, however, the Court concludes that two of the proposed changes — the expansion in American’s ability to furlough pilots and to use codesharing to expand American’s network — are inconsistent with Section 1113’s concept of necessity. This is because these proposed changes would give American unrestricted use of furlough and codes-haring where such unfettered discretion has not been justified as necessary either in American’s business plan or by the practices of American’s competitors. Given the importance of these two specific issues in the context of American’s overall proposal to the APA, the Court must deny the Motion as to the APA on the present record. Such a denial is without prejudice to American seeking relief in the future with a new proposal as to the APA that remedies these deficiencies. 1
This opinion constitutes the Court’s find *395 ings of fact and conclusions of law. 2
BACKGROUND
1. AMERICAN AIRLINES, INC. AND ITS OPERATIONS
American, established in 1934, is the principal subsidiary of AMR Corporation (“AMR”). Motion at 7. 3 American is a “network carrier,” a term that generally refers to an airline that is one of “the surviving set of large carriers, most of which were established long before deregulation, that operate on a ‘hub and spoke’ traffic model, service a wide variety of both domestic and international destinations using multiple aircraft types, and have workforces relatively more senior than the newer entrants.” (Kasper Decl. ¶ 6 n.7). The term network carriers is generally understood to include American, Delta (recently merged with Northwest), United (recently merged with Continental), and U.S. Airways. (Id.).
In 2000, American was the largest passenger airline in the world in terms of revenue and capacity. (Kasper Decl. ¶ 6; Goulet Decl. ¶ 5). Today, however, American ranks fifth among passenger carriers worldwide and fourth among U.S. carriers. (Kasper Decl. ¶ 6; Goulet Decl. ¶ 8).
Domestically, American is focused primarily on the New York, Los Angeles, Chicago, Dallas/Fort Worth, and Miami business markets. (First Day Affidavit of Isabella D. Goren ¶ 7) (“Goren First Day Aff.”). Internationally, American, as one of the founding members of the Oneworld Alliance, collectively serves with other Alliance members, 750 destinations in approximately 150 countries, with more than 8,400 daily departures. (Goren First Day Aff. ¶ 8). Through the Oneworld Alliance, American provides its customers with an extensive route network, opportunities to earn and redeem frequent flyer miles across the combined oneworld network and access to more airport lounges and clubs.
As of November 1, 2011, American maintained a fleet of over 600 jet aircraft and operated approximately 1,800 scheduled daily departures to approximately 160 destinations throughout North America, the Caribbean, Latin America, Europe, and Asia. (Goren First Day Aff. ¶ 5). Presently, American has approximately 65,000 active employees, 70% of whom are represented by one of three labor unions under nine separate collective bargaining agreements that were negotiated pursuant to the Railway Labor Act. (Goren First Day Aff. ¶ 14; Brundage Decl. ¶ 6). American’s management and support staff employees, which include office and clerical employees, as well as its passenger service agents, representatives, and weight and balance planners, are excluded as they *396 are not unionized. Accordingly, American determines their wages, benefits, and work rules.
II. DEVELOPMENTS IN THE AIRLINE INDUSTRY
A. Domestic Deregulation and the Entry of Low Cost Carriers
Prior to the enactment of the Airline Deregulation Act of 1978, the airline industry faced little market competition. The federal government, through the United States Civil Aeronautics Board (“CAB”), regulated licensing, ticket prices and airline routes, and precluded new market entry while enabling airlines to maintain significant pricing power. (Kasper Deck ¶ 11). As a result, airline fares were inflated and largely uniform with few discounts and route systems were generally linear and incapable of supporting frequent flights between cities. Moreover, airlines were often precluded from reducing their prices to take advantage of lower costs and thus lacked incentives to seek measures that would minimize their cost structure.
Deregulation changed everything. The Airline Deregulation Act of 1978, passed on October 24, 1978, transformed the entire landscape of the U.S. airline industry. Specifically, the Act was enacted to “encourage, develop, and attain an air transportation system which relies on competitive market forces to determine the quality, variety, and price of air services, and for other purposes.” Airline Deregulation Act of 1978, Pub. L. No. 95-504, 92 Stat. 1705, 1705 (codified as amended in scattered sections of 49 U.S.C.). Accordingly, the Act allowed carriers to set prices and establish flight schedules based on market forces. This promulgated the widespread adoption of hub-and-spoke networks among large network carriers like American. It also permitted so called low-cost carriers (“LCCs”), like Southwest Airlines, to enter the market and expand their scope of networks. (Kasper Decl. ¶ 15). The entry and expansion of LCCs resulted in an increase in demand in air travel which the United States Department of Transportation coined in 1993 as the “Southwest Effect.” See Offioe of Aviation Analysis, U.S. Dep’t of Transp., The Airline Deregulation Evolution Continues: The Southwest Effect (1993), available at http://ostpxweb.dot.gov/aviation/X-50% 20Role_files/Southwest% 20Effect.doc. But only the LCCs were able to capture the benefits of this Southwest Effect by virtue of their lower cost structures and increased their market share while the large network carriers experienced dramatic losses. (Kasper Deck ¶ 16). Since the passage of the Airline Deregulation Act of 1978, the LCCs have experienced dramatic growth and expansion. (Kasper Deck ¶¶ 18-19; AA Exs. 2-3 (showing the breadth and scope of the LCCs’ nationwide reach)).
As network carriers like American cannot compete with LCCs on price, they must respond in a number of ways to remain competitive in the industry, including: (i) lowering their costs and prices as much as possible; and (ii) offering more destinations, additional frequencies, and increased amenities. (Vahidi Deck ¶¶7, 12; Trial Tr. 166:18-168:9, April 23, 2012 (Kasper)). Through these measures, network carriers hope to attract customers (such as business travelers and other frequent fliers — so called “high value” customers) willing to pay a premium for added convenience. (Trial Tr. 166:18-168:9, April 23, 2012 (Kasper)).
Other recent changes also have shaped the airline industry, including advances in internet-based airline search and booking tools that have enabled passengers to com *397 pare fares across all carriers. (Kasper Decl. ¶ 20). The resulting increase in price transparency has placed further downward pressure on domestic airfares. (Kasper Decl. ¶¶ 20, 72-73).
B. International Deregulation
Large network carriers also faced increased competition in the international air travel markets following the passage of a number of “Open-Skies Agreements” between the United States and its major trading partners in the early 1990s. Since 1993, the United States has entered into Open Skies Agreements with 105 countries. (Kasper Decl. ¶ 22; AA Ex. 5). In promoting these agreements, the federal government has pursued a liberalized aviation policy which removed restrictions on international flight routes, the number of designated carriers, capacity and flight frequencies, and allowed fares to be determined by competitive market forces as opposed to regulations. (Kasper Decl. ¶ 22).
C. External Shocks to the Airline Industry
In addition to deregulation in both domestic and international markets, the airline industry has also faced a number of external shocks that have either reduced demand and/or increased costs. These include, but are not limited to, the terrorist attacks of September 11th; the outbreak of SARS; rising fuel prices; the wars in Iraq and Afghanistan; and various natural disasters, such as Hurricane Katrina. (Kasper Decl. ¶¶ 24-25). The September 11th terrorist attacks in particular led to an immediate decrease in demand in air travel that was later further compounded by the increased inconvenience resulting from changes in passenger screening which continues to date. (Kasper Decl. ¶¶ 23-24).
III. THE DECLINE OF AMERICAN
American has suffered losses of approximately $6.6 billion since 2003 and cumulative losses of more than $10 billion since 2001. (Goulet Decl. ¶7; Kasper Decl. ¶ 33; AA Exs. 10-12, 104). Indeed, American has maintained negative net margins since 2003, averaging -3.6% over the period of 2003-2011. (Kasper Decl. ¶¶ 30, 33; AA Exs. 9, 12). In addition, American has a much higher percentage of secured debt than do the other network carriers, (Trial Tr. 214:13-18, May 14, 2012 (Yearley)), and has run out of unencumbered assets to pledge as collateral for additional financing. (Goulet Decl. ¶39; Trial Tr. 97:19-98:2, May 23, 2012 (Goulet)).
American’s poor financial performance over the last few years stands in sharp contrast not only to that of the LCCs, but also to other large network carriers. American lost $1.06 billion in 2011, the only network carrier that failed, to earn a profit last year. (Trial Tr. 98:20-25, April 24, 2012 (Goulet); Goulet Decl. ¶ 9; AA Exs. 106, 125). While other airlines maintained positive net margins in 2011, American had net margins of -4.4%. (Kasper Decl. ¶¶ 31-32; AA Exs. 10-11). While American ranked first in the world in terms of overall capacity in 2000, it now ranks fourth in the world and third in the United States, behind Delta and United. (Vahidi Decl. ¶ 15; Goulet Decl. ¶¶ 5, 8; AA Exs. 102, 105, 123). Moreover, as a result of American’s smaller route network relative to United/Continental and Delta, American is at a greater competitive disadvantage in attracting passengers, particularly time-sensitive, high-yield business travelers who value larger networks that offer more non-stop flight options and more convenient connecting options with less travel time. (Kasper Decl. ¶ 62). On a similar note, American’s financial weak *398 ness has hurt its ability to invest in products and services that may have enabled it to counter further erosion of its revenue. (Kasper Decl. ¶ 63).
The decline in American’s financial performance results from many factors, including but not limited to: (1) increased price and service competition from LCCs, other large network carriers and foreign fare carriers; (2) high labor costs and low productivity; and (3) mergers and restructurings of other carriers. (Kasper Decl. ¶ 6).
A. Increased Price and Service Competition
Since 1998, the LCC market share of the domestic airline market has approximately doubled, seizing market share from large network carriers such as American and penetrating virtually all of American’s hubs and former focus cities. (Kasper Decl. ¶ 40; AA Ex. 14; Kasper Decl. ¶ 42; AA Ex. 16 (noting that LCCs have added approximately 250 new non-stop routes from American hubs and former focus cities, dramatically decreasing American’s market share at many of these locations); Kasper Decl. ¶ 48; AA Ex. 21 (discussing how LCCs have penetrated virtually all of American’s hubs and former focus cities)). American has greater exposure to ever-expanding LCC competition on its route structure than do the other network airlines, as more American passengers have access to LCC options than passengers on other airlines. (Trial Tr. 131:2-132:19, April 23, 2012 (Kasper); AA Exs. 2-3, 1745; Trial Tr. 85:3-12, 86:3-13, May 21, 2012 (Kasper)). LCCs now operate on 49 of American’s top 50 routes, up from 39 in 2003. (Trial Tr. 156:19-157:7, April 23, 2012 (Kasper); AA Ex. 17). Likewise, 78% of American’s passengers had an LCC option for their travel in 2011, up from 65% in 2003, and only 37% in 1998. (Trial Tr. 157:8-24, April 23, 2012 (Kasper); AA Ex. 22).
In certain instances, the competition from LCCs has forced American to discontinue service on established routes. (AA Ex. 18; Kasper Decl. ¶ 45 (noting that American’s average non-stop fares from 2000 to 2010 between Boston and San Francisco declined by nearly 60% (in 2011 dollars) and caused the airline to terminate service on that route); Kasper Decl. ¶ 47; AA Ex. 20 (showing that American has been forced to cede market share to LCCs in cities such as Boston)). The LCC’s expansion in the Caribbean and Latin American region has hit American particularly hard because a large portion of American’s revenue had traditionally been generated from this region. (Kasper Decl. ¶ 56 (American’s average inflation-adjusted fares to this region have dropped by approximately 9% between 1998 and 2011 notwithstanding a five-fold increase in the price of jet fuel)).
To compete with LCCs, major network carriers, including American, have sought various measures to reduce costs to reach levels closer to those that LCCs maintain. (Trial Tr. 166:23-167:13, April 23, 2012 (Kasper)). The goal with reducing costs is to enable a large network carrier to “deliver the kind of services [it wants] to deliver,” including large network service connections, flights to many points and different types of aircraft as well as mixed fleets. (Id.) In addition to reducing costs, large network carriers must also seek ways to increase revenue in order to drive profit margins up. (Id. at 167:14-168:9). To do so, large network carriers need to focus on ways to improve their products so as to attract “high value” customers— business and/or frequent travelers who value convenience, quality service, greater schedule frequency and flight destinations. (Id.) Doing so would enable these large *399 network carriers to attract and hopefully retain passengers that are generally willing to pay more, thereby driving up average fares in a manner that LCCs cannot because they do not offer such premium services. (Id.)
In addition to LCCs, American faces heightened competition from other large network carriers that either have been able to modify their cost structures and reduce their labor and other costs through Chapter 11 restructurings, or have been able to create increasingly more comprehensive domestic and international route networks through mergers. (Kasper Decl. ¶¶ 60-61; AA Ex. 30 (highlighting how the scope of American’s network today lags far behind those of competing large network carriers such as Delta and United/Continental)). Moreover, unlike other large network carriers, American has been unable to achieve lower operating costs and to enhance profitability that would enable American to invest in improving service offerings thereby permitting American to attract and retain more customers. (Kas-per Decl. ¶¶ 60, 63; AA Ex. 32). These factors, coupled with American’s smaller route network relative to Delta and United/Continental, have put American at a competitive disadvantage with respect to customers who prefer more non-stop flight options which reduce travel time. (Kasper Decl. ¶ 62; AA Ex. 31 (showing how American’s passenger unit revenues now lag behind Delta and United/Continental)).
American faces growing competition from foreign carriers such as Emirates, Jet Airways, Qatar, etc. that often offer levels of in-flight service quality that exceeds those offered by American. (Kasper Decl. ¶¶ 66-68; AA Ex. 36). A number of these new international carriers have added new services to key international gateways such as New York City. (Kasper Decl. ¶ 68; AA Ex. 37; Kasper Decl. ¶ 69 (noting that foreign carriers have increased competition for American both with non-stop gateway-to-gateway routes but also with respect to connecting city-pairs served by the oneworld alliance members)).
B. American’s High Labor Costs and Productivity Issues
American’s overall costs per available seat mile (“CASM”) — a common industry metric — significantly exceed those for most of its competitors. (Kasper Decl. ¶ 59; AA Exs. 15, 29; Trial Tr. 81:8-12, May 21, 2012 (Kasper)). A significant reason for this difference is labor costs, American’s largest controllable cost. (Trial Tr. 81:20-84:20, May 21, 2012 (Kasper); Kas-per Decl. ¶ 78; AA Exs. 41, 1744). 4 American’s labor CASM is approximately 24% higher than the average of the other network carriers and 79% higher than the average of the LCCs with which American competes. (Trial Tr. 175:9-13, April 23, 2012 (Kasper); AA Ex. 42). Several factors contribute to American’s high unit labor cost, including relatively high wage scales for employees, pilots and flight attendants; generous benefits; and a more senior workforce. (Kasper Decl. ¶¶ 82-85; AA Exs. 41-47; Kasper Decl. ¶¶ 90-91 (indicating that American employees and pilots receive some of the highest wage compensation in the country); Kasper Decl. ¶¶ 86, 96; AA Exs. 48, 51 (noting *400 how American has maintained the highest pension accounting costs per ASM and that American’s labor CASM is 21% higher than the average of other large network carriers and 70% higher than the LCC average)).
In conjunction with its high labor costs, American also faces low productivity among its employees and pilots. (Kasper Decl. ¶¶ 93-94; AA Ex. 55 (indicating that because of American’s low pilot productivity, American’s pilot compensation per ASM is the second highest in the industry)). American’s total labor costs for its pilots are $1.8 billion per year, and constitute 29% of the Company’s total labor costs. (Brundage ¶ 26; AA Ex. 507). American’s pilot labor costs are among the highest of its network competitors, (Newgren Decl. ¶ 11), a fact essentially conceded by the APA. (Trial Tr. 25:9-11, May 14, 2012); see also APA’s Proposed Findings ¶ 30 (“American’s current pilot labor costs are admittedly greater than those of the other legacy carriers ... ”). Counsel to the APA has conceded that this status quo is unsustainable. (Trial Tr. 25:9-11, May 14, 2012).
C. Mergers and Restructurings of Other Carriers
In the last decade, the airline industry also has been reshaped by mergers and bankruptcy restructurings, all of which have made it more difficult for American to compete. All of American’s major network competitors have already filed for bankruptcy, some more than once. (Glass Decl. ¶¶ 43-55; Kasper Decl. ¶6; AA Ex. 8). Between 2002 and 2005, four network carriers filed for bankruptcy protection. (Goulet Decl. ¶ 20). US Airways has undergone four rounds of labor concessions in its two bankruptcies. (Glass Decl. ¶¶ 43, 45). United filed two separate Section 1113 motions during its three years in bankruptcy. (Glass Decl. ¶¶ 47, 50). Delta underwent two rounds of labor concessions, one prior to bankruptcy and one during bankruptcy. (Glass Decl. ¶¶ 51-52). Northwest underwent two rounds of labor cost reduction agreements, one prior to bankruptcy and one during bankruptcy. (Glass Decl. ¶¶ 53-54). Continental filed for bankruptcy twice, in 1983 and in 1990. (Glass Decl. ¶ 55; AA Ex. 8). In bankruptcy, American’s network competitors were able to shed debt, cut labor and non-labor operating costs, freeze or terminate pension obligations, restructure their balance sheets, and obtain relief from work rule and scope restrictions in their collective bargaining agreements. (Kasper Decl. ¶ 38; Goulet Decl. ¶ 20; Glass Decl. ¶¶ 39-55). Additionally, by 2007, U.S. Airways emerged from Chapter 11 strengthened by its merger with America West. (Goulet Decl. ¶ 34). Subsequent to emerging from bankruptcy, Northwest and Delta merged in 2008, and in 2011 United acquired Continental. (Goulet Decl. ¶ 36).
It has been suggested that American’s financial difficulties stem not from its high labor costs, but rather from the consolidation of American’s competitors. (Akins Decl. ¶ 5). But that view ignores that American’s financial difficulties existed before it fell to being the fourth U.S. carrier in terms of domestic revenues. (Kasper Decl. ¶ 29). American has incurred approximately $6.6 billion in net losses since 2003, a pattern that began well before 2007. (Trial Tr. 171:13-18 May 17, 2012 (Akins) (stating that he did not dispute that over the last 10 years, American has lost billions of dollars, including one billion last year alone); AA Ex. 33). It also ignores the vast evidence that American’s labor cost structure is, as a general matter, at or near the top of the network carriers. (Trial Tr. 172:7-172:14, May 17, 2012 (Akins) (conceding that “American’s labor CASM comprises a higher percent *401 age of overall CASM than the other airlines currently operating today.”)).
IV. RECENT DEVELOPMENTS REGARDING AMERICAN
Given all these competitive pressures, American itself flirted with bankruptcy in 2003. It avoided bankruptcy at that time only because it was able to negotiate new collective bargaining agreements in which the Unions provided significant economic concessions over their prior agreements. More specifically, American achieved labor cost reductions of $1.8 billion in 2003, including $1.6 billion in annual Union labor cost reductions and $200 million in labor cost reductions from its non-union employees. (Goulet Decl. ¶ 2 1). But these consensual labor cost reductions were much smaller than those subsequently achieved by American’s competitors in their Chapter 11 restructurings. (Goulet Decl. ¶ 6; Trial Tr. 45:15-19, April 24, 2012 (Glass); Glass Decl. ¶¶ 43-55). Thus, while American’s cost-saving collective bargaining agreements from 2003 are still in place for the Unions by virtue of the Railway Labor Act, 5 they have been insufficient to allow American to regain profitability.
In the years following 2003 and prior to its bankruptcy filing in November 2011, American again sought labor concessions. American’s executives described their strategy during this time as “kiekfing] the can” down the road to permit the Company to “limp along” until sometime in the future when there might be increased demand, a benign fuel environment, and a convergence in American’s labor costs visa-vis other carriers. (Trial Tr. 171:4-10, April 26, 2012 (Brundage); Trial Tr. 240:14-17, April 24, 2012 (Goulet)). But these events did not occur. (Trial Tr. 242:21-243:3, April 24, 2012 (Goulet); Trial Tr. 171:15-173:8, April 26, 2012 (Brund-age)). With the exception of a few TWU employee groups that reached new agreements with the Company, American was unable to reach new collective bargaining agreements with the APA, the APFA and TWU prior to filing bankruptcy.
On November 29, 2011, American filed for bankruptcy, together with its parent AMR Corporation, and other affiliates. In their first day filings, the Debtors foreshadowed this Section 1113 proceeding. Specifically, the Debtors’ first day affidavit explained that they have “been unable to match its competitors’ abilities to adequately deal” with the variables associated with the airline industry because the “airline industry is labor intensive” and the Debtors have “higher labor-related costs.” (Goren First Day Aff. ¶ 28). 6
Some two months later, on February 1, 2012, American began the process leading up to its Section 1113 application. It unveiled its new business plan, labeled the “Plan for Success,” for the six year period from 2012 through 2017 (the “Business Plan”). The Business Plan contains a detailed business model, a network plan and a fleet plan, including details about the markets in which American plans to operate and the equipment it intends to use to *402 serve those markets. 7 (Trial Tr. 102:9-16, April 24, 2012 (Goulet)). The fundamental principles behind the Business Plan include:
• Concentration on the five key hub markets for American: Dallas-Fort Worth, Miami, Chicago, Los Angles, and New York;
• Expanding American international presence, particularly through the use of joint business agreements and codesharing;
• Increasing passenger feed to American’s hub and across its network through codesharing with domestic air carriers and increased use of regional jets;
• Implementing a long-term fleet plan sufficient for both replacement and growth;
• Creating a capital structure that allows American to grow and compete, attract capital at favorable rates and withstand external shock to the business; and
• Setting up a sustainable cost structure.
(Goulet Decl. ¶¶ 46-62; Vahidi Decl. ¶¶ 9, 21-44). The Business Plan is designed to enable American to better compete for its share of “high value” customers and restore its unit revenue to levels consistent with those of other network carriers. (Trial Tr. 15:9-16, May 23, 2012 (Dichter)).
Two aspects of American’s business strategy require some explanation: codes-haring and the use of regional jets. Codesharing is an aviation business arrangement where two or more airlines share the same flight. A seat can be purchased on one airline but is actually operated by a cooperating airline under a different flight number or code. Codes-haring allows greater access to cities through a given airline’s network without having to offer extra flights, and makes connections simpler by allowing single bookings across multiple planes. The use of regional jets involves a small regional airline flying smaller-sized aircraft referred to as regional jets on behalf of a network carrier. The use of regional jets is meant to assist larger carriers in their network planning by matching the type and size of an aircraft with the demand in certain local markets. In this way, passengers can be connected from smaller airports to larger airports that serve as hubs for the larger carriers.
The Business Plan forecasts revenue growth using the metric of EBITDAR, a common financial metric that measures a company’s earnings before interest, tax, depreciation, amortization, and rent (“EBITDAR”). (Resnick Decl. ¶¶ 10, 26). EBITDAR permits a comparison of the operating profits of companies that may have different business models or financial structures. (Id.). 8
American retained McKinsey & Company, Inc. (“McKinsey”) to assist with preparing the Business Plan. (Trial Tr. 21:2-6, April 26, 2012 (Dichter)). McKinsey is a management consulting firm that works with companies to help improve their performance. (Trial Tr. 8:17-21, April 26, 2012 (Dichter)). Among McKinsey’s primary tasks for American was to create a detailed revenue model capable of forecasting revenue performance at a market *403 and key hub level using drivers of revenue performance such as American’s projected capacity, projected competitor capacity, projected industry demand, the relationship between supply-demand imbalance and industry revenue, and the historical relationship between market share and average fare. (Dichter Deck ¶¶ 7, 21; Trial Tr. 105:20-106:1, April 24, 2012 (Goulet); Trial Tr. 22:13-24, 25:6-20, April 26, 2012 (Dichter)). This revenue model includes details of American’s projected growth in specific origin-and-destination pairs, which American used to forecast the revenue the network and fleet plans would generate. (Trial Tr. 102:15-17, April 24, 2012 (Goul-et); Trial Tr. 44:6-10, May 23, 2012 (Dichter); AA Ex. 1776). McKinsey was also asked to provide an independent perspective on the Business Plan. (Trial Tr. 101:19-25, April 24, 2012 (Goulet); Goulet Decl. ¶ 44; Dichter Decl^ 7). McKinsey concluded that the Business Plan is “reasonably certain” and, together with relief under Section 1113, will result in a “very healthy airline.” (Trial Tr. 11:8-9, 12:19-13:4, May 23, 2012 (Dichter)).
In addition to McKinsey, American also retained Rothschild, Inc. (“Rothschild”) to provide financial advisory and investment banking services. (Resnick Deck ¶ 9). Rothschild provided financial metrics based upon its experience and on the reorganization plans of the other network earners that had recently filed for bankruptcy. (Tr. 21:17-23:6, April 25, 2012 (Resnick)). After analyzing the Business Plan and testing the financial assumptions embodied in it, Rothschild endorsed the viability of the Business Plan, including the EBITDAR targets for its six year period. (Trial Tr. 145:24-146:1, May 22, 2012 (Resnick); Resnick Deck ¶ 9). The chair of Rothschild’s global restructuring practice, David Resnick, testified that his team
spent a considerable amount of time from the company’s filing to the presentation of the business plan in February working closely with the company, with McKinsey, and the team that the company had put together to produce the business plan, to challenge the assumptions, to work through the issues. So my point was that this is a document with which we’re very comfortable, that we think is thorough, and is a very reasonable basis for going forward in the progression of the Chapter 11.
(Trial Tr. 147:6-15, May 22, 2012 (Res-nick)).
At the same time as it unveiled its Business Plan, American also provided term sheets containing American’s initial proposal to modify each of the Union’s collective bargaining agreements. These proposals were based upon the predictions and targets set forth in the Business Plan, including the EBITDAR projections for the six year period. In discussing these term sheets with the Unions, American explained that it was seeking a 20% reduction in costs from each labor group, or $1.25 billion in average annual costs over a six year period from all labor groups. Of this number, American sought $370 million from the pilots, $230 million from the flight attendants, and $390 million from its transit workers. At this time, American proposed to terminate its pension plan for all employees and institute uniform plans for active employee medical, future retiree medical, and pensions. During and after the February 1st meeting with American, the Unions requested information regarding the Business Plan and the term sheets.
After February 1, 2012, American and the Unions negotiated regarding American’s proposed concessions. 9 While Amer *404 ican stated its willingness to change the components that make up the requested savings, it did not change the overall requested amount of savings. On March 21, 2012, American delivered a new term sheet to the pilots. The overall requested amount of average labor concessions of $1.25 billion sought from all Unions did not change, but the new term sheet included two substantial changes from the Company’s initial term sheet. The most notable change was American’s decision to freeze its defined pension plans rather than terminate them, which would cease the accrual of new benefits, but preserve benefits already accrued as of the date the plans were frozen. The second change was to lower the monthly cost share of American’s medical plan for active employees from 23% to 21% and to add additional features to that plan. (Wright Decl. ¶¶ 26-27).
On March 27, 2012, American filed its Motion seeking authority to reject some nine collective bargaining agreements with the three Unions pursuant to Section 1113 of the Bankruptcy Code. The March 21 st and 22nd term sheets to the APA, APFA, and the TWU, respectively, were the proposals set forth in the Motion.
After the filing of the Motion, American continued to negotiate with the TWU and, to a lesser extent, the APA and the APFA. At the same time, the Unions were negotiating with U.S. Airways, which had made public for some time its desire to merge with American. The negotiations with U.S. Airways quickly resulted in term sheets setting forth proposed contractual terms for each Union for a possible merger between U.S. Airways and American. (APA Ex. 432A). But the term sheets are generally conditioned upon due diligence on any merger transaction and related business plan. (Trial Tr. 12:15-21, May 14, 2012; Trial Tr. 116:22-119:12, May 14, 2012 (Roghair); Trial Tr. 214:11-19, 227:14-17, 230:6-23, May 16, 2012 (Glad-ing)). At the time that these term sheets were executed, American and U.S. Airways had not had any merger negotiations.
The Court held the Trial on the Motion from April 23, 2012 to May 25, 2012. 10 In support of its case, American filed declarations in lieu of direct testimony for 22 witnesses, together with over 500 accompanying exhibits. Eleven of these witnesses also presented extensive live testimony: Daniel M. Kasper (airline consultant); Beverly K. Goulet (Chief Restructuring Officer of AMR Corp.); Vi-rasb Vahidi (American’s Senior President of Marketing and Planning); David L. Resnick (investment banker at Rothschild); Alexander Dichter (airline management consultant at McKInsey); Jeffery J. Brundage (American’s Senior Vice President of Human Resources); Brian J. McMenamy (American’s Vice President and Controller); Jerrold A. Glass (human resources, airline industry, and labor relations consultant); Dennis Newgren *405 (American’s Managing Director of Flight); Taylor M. Vaughn (American’s Managing Director of Employee Relations); and Bruce Richards (chief actuary and quality leader for Mercer Health & Benefits).
In response to American’s case, the APA presented declarations for six witnesses and some 60 accompanying exhibits. All of these witnesses presented live testimony: Andrew Yearley (an airline and labor industry financial expert at Lazard Fréres & Co. LLC); Allison Clark (Director of Industry Analysis for the APA); Christopher Heppner (health actuary at The Se-gal Company); Neil Roghair (pilot and Chair of the APA Negotiating Committee); James Eaton (pilot and prior Chair of the APA Scope Committee); and Lawrence Rosselot (pilot and Chair of the APA Negotiating Committee and the Technical Analysis and Scheduling Committee). 11
After the Trial, three significant developments occurred on the collective bargaining front. First, the TWU ratified a new collective bargaining agreement for the TWU members that had not previously reached an agreement. 12 Second, the APFA decided to send out a new American proposal to APFA members for a ratification vote, which is scheduled to conclude later this month. Third and finally, the APA Board decided to send a new American proposal to APA members for a ratification vote but APA members subsequently voted to reject American’s latest proposal. Accordingly, American requested that this Court issue a decision on the Motion as to the APA.
DISCUSSION
I. THE STANDARD UNDER SECTION 1113
Section 1113 “encourages the collective bargaining process as a means of solving a debtor’s financial problems insofar as they affect its union employees.” Century Brass Prods., Inc. v. International Union (In re Century Brass Prods., Inc.), 795 F.2d 265, 272 (2d Cir.1986). The statute was enacted in response to the Supreme Court’s decision in NLRB v. Bildisco & Bildisco, which held that a debtor may unilaterally reject a collective bargaining agreement under Section 365(a) of the Bankruptcy Code by showing that the agreement “burdens the estate, and that after careful scrutiny, the equities balance in favor of rejecting the labor contract.” Bildisco, 465 U.S. 513, 526 , 104 S.Ct. 1188 , 79 L.Ed.2d 482 (1984). As the Bildisco decision raised congressional concern that bankruptcy would be used as a weapon in the collective bargaining process, Section 1113 was quickly enacted to “replace the Bildisco standard with one that was more sensitive to the national policy favoring collective bargaining agreements.... ” Wheeling-Pittsburgh Steel Corp. v. United *406 Steelworkers of America, 791 F.2d 1074, 1089 (3d Cir.1986). The statute is drafted so as to “ensure that well-informed and good faith negotiations occur in the market place, not as part of the judicial process.” New York Typographical Union No. 6 v. Maxwell Newspapers, Inc. (In re Maxwell Newspapers, Inc.), 981 F.2d 85, 90 (2d Cir.1992).
Section 1113(b) requires that a debtor take a number of procedural steps prior to the rejection of a collective bargaining agreement. 13 Under Section 1113(b)(1), the debtor must provide the union with its proposed modifications to a collective bargaining agreement prior to filing an application with a court to reject the union’s agreement. The proposed modifications must be (1) “based on the most complete and reliable information available at the time of the proposal;” (2) “necessary to permit the reorganization of the debtor;” and (3) “assure[] that all creditors, the debtor and all of the affected parties are treated fairly and equitably.” 11 U.S.C. § 1113 (b)(1)(A). The debtor must also provide the union with the relevant information necessary for the union to evaluate the proposal. Section 1113(b)(2) further requires that, between the time that the debtor’s 1113 proposal and the hearing date on any 1113 application, the debtor must bargain in good faith with the union in an attempt to reach an agreement.
Section 1113(c) sets forth additional substantive requirements for rejection of a collective bargaining agreement. 14 First, the debtor must establish that it made a proposal that fulfills the requirements of subsection (b)(1). Second, the debtor must show that the union refused to accept the proposal without good cause. Third, the debtor must prove that the balance of the equities favors rejection of the agreement. The Debtor bears the burden of proof by the preponderance of the evidence on the elements of Section 1113. See Truck Drivers Local 807 v. Carey Transp., Inc., 816 F.2d 82, 88 (2d Cir.1987); Northwest, 346 B.R. at 320-21 . 15
*407 A. Necessity
A debtor must show that its proposed modifications to the collective bargaining agreement are necessary for reorganization. Necessary, however, “should not be equated with ‘essential’ or bare minimum.” Carey Transp., 816 F.2d at 89 ; see also New York Typographical Union No. 6 v. Royal Composing Room, Inc. (In re Royal Composing Room, Inc.), 848 F.2d 345, 350 (2d Cir.1988) (“A debtor’s proposal need not be limited to the bare bones relief that will keep it going.”). 16 Rather, a debtor must prove that “its proposal is made in good faith, and that it contains necessary, but not absolutely minimal changes that will enable the debtor to complete the reorganization process successfully.” Carey Transp., 816 F.2d at 90 . To determine whether changes are necessary for a successful reorganization, the court must “look[] into the debtor’s ultimate future and estimate what the debtor needs to attain financial health.” Id. at 89 . Thus, a court should focus
on the long-term economic viability of the reorganized debtor, as opposed to the debtor’s short-term economics as they may have evolved during the course of the bankruptcy.... It is self-evident that a debtor’s long-term ability to compete in the marketplace for its product is essential for the viability of any reorganization-The Second Circuit has recognized the necessity of rejection when a debtor’s labor costs are higher than those of its competitors and where the debtor faces “enormous competitive pressure.”
In re Delta Air Lines, Inc., 359 B.R. 468, 477-78 (Bankr.S.D.N.Y.2006) (quoting Royal Composing, 848 F.2d at 350 ). That is not to say that a debtor must prove the modifications will guarantee a successful reorganization. “The Debtors are not required to show either that their proposals are necessary to avoid liquidation, or that the union’s less stringent counter-proposals are sufficient to avoid liquidation.... Further, the Debtors were not required to prove that the modifications are necessary to make them more attractive to a purchaser ....” In re Horsehead Indus., Inc., 300 B.R. 573, 586-87 (Bankr.S.D.N.Y. 2003).
The focus should be on whether the proposal as a whole is necessary for reorganization, as opposed to analyzing each individual element. See Royal Composing, 848 F.2d at 348 ; Northwest, 346 *408 B.R. at 321 . Requiring that the elements of a proposal be examined independently would allow a union
to play ‘hit-and-run:’ refusing to negotiate toward a compromise, safe in the knowledge that it will almost certainly be able to defeat a rejection application by attacking some vital modification by saying that it cannot be ‘necessary’ if reasonable substitutes could have been offered.
Royal Composing, 848 F.2d at 348 . Furthermore, “necessary” modifications are not limited to changes in wages, but can also include non-economic modifications to the collective bargaining agreement that have a significant economic impact on the debtor’s financial operations. See Northwest, 346 B.R. at 322 . “[T]he Second Circuit has held that pay scales which materially exceed competitive industry standards were among the factors that justified rejection of the collective bargaining agreement in In re Carey Transportation Inc. ... ’ ” Delta, 342 B.R. at 702 (citing Carey Transp., 816 F.2d at 90-91 ).
B. Fair and Equitable Treatment
Section 1113(b) also requires that the proposed modifications affect all parties in a fair and equitable manner. This requirement “spread[s] the burden of saving the company to every constituency while ensuring that all sacrifice to a similar degree.” Carey Transp., 816 F.2d at 90 (quoting Century Brass Prods., 795 F.2d at 273 ); see In re Elec. Contracting Servs. Co., 305 B.R. 22, 28 (Bankr.D.Colo.2003) (“A debtor will not be allowed to reject a union contract where it has demanded sacrifices of its union without shareholders, non-union employees and creditors also making sacrifices.”). Courts take a flexible approach in considering what constitutes fair and equitable treatment due to the difficulty in comparing the differing sacrifices of the parties in interest. See Northwest, 346 B.R. at 326 (citing Carey Transp., 816 F.2d at 90-91 ; In re Indiana Grocery Co., 136 B.R. 182, 194 (Bankr. S.D.Ind.1990)). A debtor can meet the requirement “by showing that its proposal treats the union fairly when compared with the burden imposed on other parties by the debtor’s additional cost-cutting measures and the Chapter 11 process generally.” Northwest, 346 B.R. at 326 (citing Carey Transp., 816 F.2d at 90 ).
The affected parties need not receive identical modifications, and the concessions asked of the unions can reflect the differences in the individual unions’ wage and benefit levels. See Northwest, 346 B.R. at 325 (citing In re Allied Delivery Sys. Co., 49 B.R. 700, 702-03 (Bankr. N.D.Ohio 1985)); Carey Transp., 816 F.2d at 90-91 ; Delta, 342 B.R. at 699 (“ ‘[Similar’ does not mean identical, and ‘fairly and equitably’ surely admits of differences in treatment where justified by the particular facts of the case.”). “The debtor is not required to prove, in all instances, that managers and non-union employees will have their salaries and benefits cut to the same degree that union workers’ benefits are to be reduced. [However], such a showing would assure the court that these affected parties are being asked to shoulder a proportionate share of the burden .... ” Carey Transp., 816 F.2d at 90 . The mere fact that the proposed changes to a collective bargaining agreement will impose great hardship upon employees is not, by itself, a basis for denying a Section 1113 application. In re Mesaba Aviation, Inc., 341 B.R. 693 , 759 n. 100 (Bankr. D.Minn.2006) (court acknowledging that the impact of the proposed cuts on flight attendants with less than five years of seniority would be “an utter horror”); In re Valley Steel Prods. Co., Inc., 142 B.R. 337, 342 (Bankr.E.D.Mo.1992) (“It is clear that the Proposals would have a negative *409 impact on the Teamster Drivers’ incomes. It is equally clear that if the Debtors do not receive these concessions they will be forced to liquidate and the Teamsters will be unemployed.”).
C. Complete Information and Information Necessary to Evaluate the Proposal
Section 1113(b) provides that the proposal made by the debtor must be based on the most complete and reliable information available at the time the proposal is made. The debtor is required to gather the “most complete information at the time and to base its proposal on the information it considers reliable,” excluding “hopeful wishes, mere possibilities and speculation.” In re Karykeion, Inc., 435 B.R. 663, 678 (Bankr.C.D.Cal.2010). Additionally, the debtor must provide the union with the relevant information necessary to evaluate the proposal. “[T]he breadth and depth of the requisite information will vary with the circumstances, including the size and complicacy of the debtor’s business and work force; the complexity of the wage and benefit structure under the collective bargaining agreement; and the extent and severity of modifications that the debtor is proposing.” Mesaba, 341 B.R. at 714 .
D. Good Faith/Good Cause
Section 1113(b)(2) requires that after a proposal is made, but before a hearing on rejection, the debtor meet with the union at reasonable times to negotiate in good faith. To satisfy the requirement of negotiating in good faith, a debtor cannot approach negotiations with a “take it or leave it” mentality. Northwest, 346 B.R. at 327 (quoting Delta, 342 B.R. at 697).
[A] debtor cannot be said to comply with its obligation under Section 1113(b)(2) ... when it steadfastly maintains that its initial proposal under subsection (b)(1)(A) is non-negotiable-[T]he evident purpose and objective of Section 1113(b)(2) is to compel the debtor to negotiate in good faith to reach ‘mutually satisfactory modifications.’ With rare exceptions ... true negotiation necessarily requires compromise in each side’s bargaining positions. When one side presents a nonnegotiable, take-it-or-leave-it proposal, negotiation stalls because there is nothing of substance to bargain for when one side must bid against itself.
Delta, 342 B.R. at 697. This should be determined, however, on a case by case basis. For “depending on the facts of the case, a debtor may not be obligated to reduce the total amount of cost savings requested in its original proposal to demonstrate good faith.” Northwest, 346 B.R. at 327 (citing Indiana Grocery, 136 B.R. at 195-96 ). A union may also argue that a debtor sought to manipulate the process in bad faith by including terms that would stalemate negotiations and result in outright rejection as opposed to negotiation and compromise. See Northwest, 346 B.R. at 327 .
Closely related to good faith is the requirement of Section 1113(c)(2) that a collective bargaining agreement can only be rejected if the union has refused to accept the proposal without good cause. See Northwest, 346 B.R. at 327 ; Horse-head Indus., 300 B.R. at 584 . This provision is meant to encourage the debtors to act in good faith by proposing only necessary changes while protecting the debtor from a union’s refusal to agree to the changes without a good reason for doing so. See Maxwell Newspapers, 981 F.2d at 90 .
“[E]ven though the debtor retains the ultimate burden of persuading *410 the court that the union lacked good cause for refusing proposed modifications, the union must come forward with evidence of ‘its reasons for declining to accept the debtor’s proposal in whole or in part.... Carey Transp., 816 F.2d at 92 (quoting In re Royal Composing Room, Inc., 62 B.R. 403 , 407 n. 5 (Bankr.S.D.N.Y.1986)). Thus, if a union insists on economically unworkable terms without offering a compromise that will provide the debtor with necessary savings, the court will find that the union has not acted with good cause. See Maxwell Newspapers, 981 F.2d at 90 (citing Royal Composing, 848 F.2d at 349 ). The Second Circuit has made clear that “ ‘stonewalling’ post-petition negotiations and hoping that the-courts will find that the proposal does not comply with subsection (b)(1) ... is unacceptable and inconsistent with Congressional intent....” Carey Transp., 816 F.2d at 92 . Furthermore, “[a] union’s presentation of a counter-offer that its members do not support does not satisfy the good cause requirement.” Carey Transp., 816 F.2d at 92 . The union representatives must offer a counterproposal supported by its rank and file which also meets the debtor’s financial needs. See Horsehead Indus., 300 B.R. at 588 .
E. Balance of the Equities
Section 1113(c)(3) permits rejection of a collective bargaining agreement if it is clearly favored by the balance of the equities. This requirement is a codification of the standard set out in Bildisco. See Carey Transp., 816 F.2d at 92 (citing Century Brass Prods., 795 F.2d at 273 ). The Second Circuit has provided the following six factors for use in determining if the equities favor rejection of the collective bargaining agreement:
(1)the likelihood and consequences of liquidation if rejection is not permitted;
(2) the likely reduction in the value of creditors’ claims if the bargaining agreement remains in force;
(3) the likelihood and consequences of a strike if the bargaining agreement is voided;
(4) the possibility and likely effect of any employee claims for breach of contract if rejection is approved;
(5) the cost-spreading abilities of the various parties, taking into account the number of employees covered by the bargaining agreement and how various employees’ wages and benefits compare to those of others in the industry; and
(6) the good or bad faith of the parties in dealing with the debtor’s financial dilemma.
Carey Transp., 816 F.2d at 93 . The equities must be examined in relation to the debtor’s attempts to reorganize. See Bildisco, 465 U.S. at 527 , 104 S.Ct. 1188 (“[T]he Bankruptcy Court must focus on the ultimate goal of Chapter 11 when considering these equities. The Bankruptcy Code does not authorize freewheeling consideration of every conceivable equity, but rather only how the equities relate to the success of the reorganization.”).
II. EVALUATION OF AMERICAN’S PROPOSAL TO THE APA
On March 21, 2012, the Company made its final Section 1113 proposal to the APA prior to filing the Motion (the “March 21 Proposal”). As with the other Unions, the March 21 Proposal sought a 20% reduction in the APA’s total labor costs, averaged over the six-year term of the proposed agreement. (AA Ex. 507). This amounted to an “ask” of $370 million annually in cost reductions. (AA Ex. 507). The March 21 Proposal proposed changes to a wide variety of provisions in the collective bargain *411 ing agreement, including benefits, the scope of work done by union pilots, and work rules. In making the proposal, American attempted to preserve both base-pay and take-home pay rates, while making uniform the health and retirement benefits for all employee groups. (Brund-age Deel. ¶ 25). Reductions in costs would, therefore, primarily be attained through improvements in productivity and changes to work rules.
A. Necessary for Reorganization
The Second Circuit has held that in determining whether a debtor’s proposal has satisfied the necessity requirement of Section 1113, the proposal should be viewed as a whole and not by each specific element. See Royal Composing, 848 F.2d at 348 ; see also Horsehead Indus., 300 B.R. at 584 ; Northwest, 346 B.R. at 321 . In reviewing the necessity of a debtor’s proposal as a whole, however, courts often separately discuss the main terms of a Section 1113 proposal, and any criticism of each of those terms. See, e.g., In re Frontier Airlines Holdings, Inc., 2008 Bankr.Lexis 4151 (Bankr.S.D.N.Y.2008) (discussing outsourcing), rev’d on other grounds, 2009 U.S. Dist. Lexis 61699 (S.D.N.Y.2009). The APA here has leveled a variety of challenges to the necessity of American’s proposal. These fall into three distinct categories, each of which will be discussed separately.
The first of these challenges are blanket objections to American’s request for Section 1113 relief, where the APA argues that American should consider merger options before seeking Section 1113 relief and that American’s Section 1113 proposal is based on a flawed business plan. The second category of objections relates to proposed changes to benefits for all American’s unionized employees, including pilots, where APA raises two challenges to American’s valuation of these proposed changes. The third category is objections to specific proposed changes relating only to the pilots, including APA’s argument that American seeks to improperly outsource union flying through the use of codesharing and regional jets. This third category also includes proposed changes regarding the furloughing of pilots, the use of sick leave, and the valuation of American’s proposal.
1. Blanket Objections to American’s Motion
a) Potential Merger with U.S. Airways
The APA objects to the Motion based on a potential merger between U.S. Airways and American. It claims that a merger of American and U.S. Airways is inevitable given recent consolidation in the airline industry. It argues that a merger is the best path forward and, as evidenced by the Unions’ term sheets with U.S. Airways, will require fewer sacrifices of Union employees like the pilots than are sought under American’s Section 1113 proposal. It notes that American has already begun to consider consolidation opportunities. Given these facts, it contends that American has an obligation to pursue such a merger before availing itself of Section 1113 relief and that, until it does so, American cannot demonstrate that rejection is necessary. 17 Looked at another way, the *412 argument is about the proper sequence for obtaining Section 1113 relief in the context of the life of a bankruptcy case, particularly as it relates to the ultimate plan of reorganization for this large Chapter 11 case. 18 But while the Court recognizes the possibility that American’s future might involve a merger of some kind — a possibility conceded by American — the Court rejects the notion that this possibility bars the current application under Section 1113 for several reasons.
First and foremost, the APA’s argument is undercut by the evidence before the Court about the possibility of a U.S. Airways and American merger. Put simply, there is no merger for the Court to consider. While the Unions have signed term sheets with U.S. Airways, there is no evidence before the Court of a proposed merger between the two airlines. While American has begun the process of considering strategic alternatives to its Business Plan, that process has not yet been completed. See Joint Motion of Debtors and Official Committee of Unsecured Creditors Pursuant to 11 U.S.C. § 1121 (d) to Extend Exclusivity Periods to December 28, 2012 and February 28, 2018, Respectively (EOF No. 3440). Indeed, no merger transaction with any airline has been presented to the Court. Nor is there evidence that the two airlines have reached an agreement in principle. See Horsehead Indus., 300 B.R. at 589 . 19 There is not even evidence as to whether or when negotiations might take place between the two airlines. See In re Worldcom, Inc., No. 02-13533, 2007 WL 7558276 , at *6 (Bankr.S.D.N.Y. July 5, 2007) (“Where the assumptions underlying an expert’s opinions are unsupported and speculative, the expert’s testimony may properly be excluded.”). 20
*413 The APA’s argument is also undercut by history, which demonstrates that proposed airline mergers do not always succeed. (Trial Tr. 52:7-53:1, May 17, 2012 (Alans) (prior to merger with Continental in 2010, United had unsuccessful merger talks with Continental that fell apart in 2008)). US Airways itself has been a party to unsuccessful merger talks in the past. (Trial Tr. 50:11-51:2, May 17, 2012 (Akins) (prior to merger with Northwest, Delta was approached by U.S. Airways about a merger)). If American were to follow the trend set in recent airline reorganizations, a merger would very likely not occur until after the Debtors have exited bankruptcy. (Trial Tr. 150:19-151:12, May 22, 2012 (Resnick)). Of course, American, as a fiduciary, must consider all possibilities, including a merger, to maximize value for the estate before ultimately proposing any plan of reorganization. But there is no deadline for completing that process. This is not surprising given that American’s bankruptcy is only nine months old, and the Debtors’ still retain the exclusive right to propose a plan of reorganization. See 11 U.S.C. § 1121 (b) (debtor has a 120-day period during which it has an exclusive right to file a plan); see also 11 U.S.C. § 1121 (d) (exclusivity period may be extended up to 18 months). American sought, and received, its second extension of its exclusive filing period until December 28, 2012. (See ECF No. 3635). 21
Second, the APA’s argument is not supported by the language of Section 1113. The statute does not include any restraints on when a debtor may invoke the Section 1113 process. See United Food & Commercial Workers Union v. Family Snacks, Inc. (In re Family Snacks, Inc.), 257 B.R. 884, 896 (8th Cir. BAP 2001) (“[T]here is nothing in the language of § 1113 that dictates when an application to reject must be made.”). Indeed, the notion of imposing a waiting period for Section 1113 relief is at odds with the urgency present elsewhere in the statute, which requires a court to consider a Section 1113 application expeditiously. For example, a court must schedule a hearing no later than 14 days after the filing of an application under Section 1113, subject only to an extension of not more than seven days. See 11 U.S.C. § 1113 (d)(1). Similarly, a court must rule on a Section 1113 application within 30 days after the commencement of the hearing, subject only to extensions mutually agreed to by the debtor and the union. See 11 U.S.C. § 1113 (d)(2). 22
The notion of a time restraint on the exercise of Section 1113 is also inconsistent with the language contained in subsection (b) of the statute, which addresses a debt- *414 or’s obligation to propose a new agreement to the union. Rather than restrict the time period for seeking Section 1113 relief, subsection (b) requires only that a proposal can be made any time “[subsequent to filing a petition and prior to filing an application” for rejection with the court. 11 U.S.C. § 1113 (b)(1). See Matter of Century Brass Prods., Inc., 55 B.R. 712, 716 (D.C.Conn.1985) (“Section 1113 has no time restraint relative to when the debtor, following the submission of a proposal, may file its rejection application”), rev’d on other grounds, 795 F.2d 265 (2d Cir.1986).
Third and finally, the APA’s request that the Court focus on a potential merger transaction is inconsistent with the fact that the Section 1113 inquiry is tethered to the proposal made by a debtor, not some other party. For example, Section 1113(b) looks to the terms of the debtor’s Section 1113 proposal, including whether the proposal is “necessary.” Similarly, Section 1113(c) instructs the Court to examine whether a union has rejected the debtor’s proposal for good cause. Given this statutory focus, courts have rejected attempts to focus the Section 1113 inquiry on a proposal made by a party other than the debtor. In Delta Air Lines, Inc., for example, the court rejected a request to consider whether a union’s proposal satisfied the requirements of Section 1113, noting:
[i]t bears repeating that Section 1113 focuses on the debtor-employer’s proposal, not the union’s. It is Comair’s proposal which must pass muster under the several requirements of the statute, and Congress has not authorized the Court to decide a Section 1113 motion by acting as a sort of super-arbiter choosing between competing proposals. The Court is required to focus on the debtor’s proposal and grant or deny the motion based upon its conclusions as to whether the debtor’s proposal meets the statutory criteria.
*415 In addition to arguing that American’s proposed changes are not necessary due to a potential merger, the APA claims that American’s proposals were not based on the most complete and reliable information available because American failed to consider a merger transaction. To support this position, the APA cites to Karyk-eion. Karykeion states that the complete and reliable information requirement
goes to the comprehensiveness of the underlying factual support for a debtor’s projections under § 1113(a)—its breadth, depth, and objective credibility. Clearly, the statute’s idea is that a debt- or-employer must make a proposal firmly grounded in the historical reality of operational economics, an unvarnished evaluation of its current straits, and a thorough analysis of all of the incidents of income and expense that would bear on its ability to maintain a going concern in the future, whether subject to the financial obligations of its collective bargaining agreement(s) or not. The requirement essentially bars a debtor in possession from making a proposal that is cursory or arbitrary, or one whose specific terms are result-driven in isolation rather than process-derived and based on actual experience.
435 B.R. at 677 (quoting Mesaba, 341 B.R. at 709 ). The key to this requirement lies in the language of the statute, which specifically states that the proposal must be “based on the most complete and reliable information available at the time of such proposal.” 11 U.S.C. § 1113 (b)(1)(A) (emphasis added). The standard can often be a difficult one for a debtor to apply, because the available information may change based on the twists and turns of the bankruptcy. See Karykeion, 435 B.R. at 678 . But ultimately “[t]he debtor is simply required to gather the most complete information available at the time and to base its proposal on the information it considers reliable. This requirement by definition excludes hopeful wishes, mere possibilities and speculation.” Id. Such is the case before the Court. There was no strategic transaction in existence at the time of the Section 1113 proposal, nor is there one today. The only thing that was (and still is) in place is an initial agreement between the unions and U.S. Airways as to what U.S. Airways would offer the unions if a merger were eventually to be consummated. The agreement itself is tentative at best, and several key terms are still subject to further negotiation.
In any event, the facts of Karykeion are far different than those before this Court. In Karykeion, the debtor’s formulation of its proposal to the unions was based on a purchase offer. But the debtor itself had sought out potential buyers to discuss selling substantially all of its assets through a liquidation plan and had only done so because its economic situation had so deteriorated that reorganization was no longer possible. See Karykeion, 435 B.R. at 667 .
For all the reasons discussed above, the Court rejects the APA’s argument that Section 1113 relief should be denied because of the possibility of a merger in the future between American and U.S. Airways, or some other carrier. 24
*414 Delta, 359 B.R. at 488 . Similarly, courts have rejected a union’s argument that the Section 1113 focus should be on a third party, even where that third party has already been identified as a potential purchaser of the debtor. In Horsehead Industries, the debtor was pursuing Section 1113 relief to make the company more attractive to an already-identified potential purchaser, and the union sought to bring that potential purchaser into the labor negotiations. The court found that the union’s rejection of the debtors’ Section 1113 proposal on that basis was not for “good cause:”
[The union’s] insistence that [the third party] participate in the negotiations may have been understandable, but the refusal to negotiate unless [the third party] participated led to a rejection without good cause. The Debtors, not [the third party], were parties to the collective bargaining agreements. They made it clear to the [union] that they had to reduce the Debtors’ costs under the Debtors’ labor contract in order for the Debtors to survive.
Horsehead Indus., 300 B.R. at 589 (emphasis in the original). 23
*416 b) Objections to the Business Plan
The APA objects to American’s Business Plan as an insufficient basis for the Section 1113 application. The APA’s threshold objection to the Business Plan is simply to the fact that it exists at all. In its view, American’s stand-alone plan is not the appropriate platform for this Section 1113 application because of .a potential merger with U.S. Airways. But for the reasons explained above, the Court concludes that the possibility of a merger is not a bar to Section 1113 relief. Moreover, the Court agrees with American that it is appropriate — and indeed necessary — for American to formulate a stand-alone business plan at this point in time. As the TWU’s investment banking expert conceded at Trial, it is “investment banking 101” to develop a stand-alone business plan. (Trial Tr. 55:9-14, May 21, 2012 (Owsley)). Such a business plan serves as a basis for comparing all of the business options available to a debtor to maximize the value of the estate for all stakeholders. (Trial Tr. 55:9-12, May 21, 2012 (Owsley); Trial Tr. 47:17-48:1, May 21, 2012 (Owsley) (“[Y]ou of course want to have a stand-alone plan because you like to have an alterna-tive_”); Trial Tr. 166:7-9, April 25, 2012 (Resnick) (you need a stand-alone plan “as a basis against which to analyze alternatives that would produce maximum value” for stakeholders)). Indeed, it would be fatal to any Section 1113 application if American could not explain the fundamental business assumptions for its Section 1113 proposals; the Business Plan serves the purpose of explaining those assumptions. See, e.g. Northwest, 346 B.R. at 324 (looking to debtors’ business plan on issue of necessity). Moreover, labor costs are “absolutely” a part of any business plan. (Trial Tr. 55:15-17, May 21, 2012 (Ows-ley)); see, e.g., Northwest, 346 B.R. at 323 (“The Debtors’ aggregate “ask” to its unions, including the $195 million asked of the flight attendants, is an integral part of their business plan.”); Ass’n of Flight Attendants-CWA v. Mesaba Aviation, Inc., 350 B.R. 435, 445 (D.Minn.2006) (stating that labor cost cuts were based on the debtor’s business plan); In re Allied Supermarkets, Inc., 6 B.R. 968, 979 (E.D.Mich.1980) (explaining that reducing labor costs was a “crucial component” of the debtor’s business plan).
The APA also levels more detailed objections to the merits of the Business Plan. It criticizes the current Business Plan, for example, as being a flawed extension of American’s prior business plan, the “Cornerstone Strategy.” Indeed, the Business Plan contains only two significant additions from American’s prior “Cornerstone Strategy:” the purchase of new aircraft and the labor savings proposed in this Section 1113 proceeding. The APA also attacks various assumptions associated with the Business Plan as being unsupported or overly optimistic. Relatedly, the APA contends that American’s EBITDAR targets — an earnings benchmark used by American — are overly optimistic and inappropriately punitive given that the higher the EBITDAR *417 targets, the more cost savings will be asked of American’s unionized employees.
In considering these criticisms, it is important to note where the Business Plan fits into the Section 1113 inquiry. As the Second Circuit has observed, a debtor seeking Section 1113 relief has the “burden to demonstrate that each of its proposed modifications to [a collective bargaining agreement], both economic and non-economic, are necessary to its business plan.” Teamsters Nat’l Freight Indus. Negotiating Comm. v. Howard’s Express, Inc. (In re Howard’s Express, Inc.), 151 Fed.Appx. 46, 49 (2d Cir.2005); see Collier ¶ 1113.05[3][c]. Relatedly, a debtor must provide information about that business plan to demonstrate the “underlying factual support for a debtor’s projection under § 1113(a) — its breadth, depth, and objective credibility.” See Mesaba, 341 B.R. at 722-24 , rev’d on other grounds, 350 B.R. 435 (D.Minn.2006). As the Mesaba court explained:
Clearly, the statute’s idea is that a debt- or-employer must make a proposal firmly grounded in the historical reality of [its] operational economics, an unvarnished evaluation of its [own] current straits, and a thorough analysis of all of the incidents of [its own] income and expense that would bear on its ability to maintain a going concern in the future ....
Id.
But it is equally important to note that Section 1113 does not require a debt- or to propose a plan of reorganization, complete with all the details regarding the debtor’s ultimate reorganization. (APA’s Proposed Findings ¶ 17 (acknowledging that Section 1113 does not require the Debtors to finalize its plan of reorganization prior to rejection of the collective bargaining agreements) (citing In re Garofalo’s Finer Foods, Inc., 117 B.R. 363, 373 (Bankr.N.D.Ill.1990))); see also Carey Transp., 816 F.2d at 91 (“Because a section 1113 application will almost always be filed before an overall reorganization plan can be prepared, the debtor cannot be expected to identify future alterations in its debt structure.”); In re Kentucky Truck Sales, Inc., 52 B.R. 797, 802 (Bankr. W.D.Ky.1985) (“This requirement of equivalent sacrifice does not mean that the debtor must formally propose his plan of reorganization prior to seeking rejection of the collective bargaining agreement.”).
Applying this guidance here, the Court finds that Debtors have established — by a preponderance of the evidence — that American’s Business Plan is a reasonable stand-alone business strategy to serve as the basis for American’s Section 1113 Motion. There are several reasons for the Court’s conclusion.
First, the Court finds that the strategy set forth in the Business Plan is, as a general matter, a reasonable approach. In this regard, the Court found the testimony of American’s airline industry expert, Alexander Dichter, to be particularly credible and persuasive in explaining the justification and workings of American’s Business Plan. 25 In American’s direct case, *418 Mr. Dichter walked through an overview of the Business Plan and explained the tasks that he performed as part of McKin-sey’s engagement to assist American with its business planning efforts. (Trial Tr. 25:6-27:5, 27:19-31:9, 33:16-35:18, April 26, 2012 (Dichter); Dichter Decl. ¶¶ 7-8, 18-31, 35). During American’s rebuttal case, Mr. Dichter returned to the witness stand to thoughtfully address particular criticisms made by the Unions of the Business Plan. Mr. Dichter’s ultimate conclusions about the reasonableness of the Business Plan were echoed by David Res-nick, American’s expert from Rothschild, who was conceded to be “a very experienced and respected member” of the investment banking community. (Trial Tr. 48:22-23, May 21, 2012 (Owsley)). It is worth noting that, as was the case in the Section 1113 proceeding in Northwest, the Unions here did not offer an alternative stand-alone model to American’s Business Plan, see Northwest, 346 B.R. at 324 , despite presenting numerous experts on both the airline industry and investment banking. The Unions’ inability to articulate a different overall vision of a stand-alone airline is telling.
The Court agrees that the Business Plan shares many similarities with American’s prior Cornerstone Strategy, which focused on American’s five hubs. (Akins Decl. ¶¶ 19-21, 29-32). But it is common for network carriers to consolidate their business in their hubs. (Trial Tr. 86:14-87:17, May 21, 2012 (Kasper); AA Ex. 1746). One of American’s experts was surprised to hear a criticism of that strategy given that it is not unusual for a network carrier to focus on its hubs:
[P]erhaps the single greatest advantage that the legacy carriers 26 have is that they have hubs and hubs permit them to serve markets ... that low cost carrier can’t afford to serve because there’s not enough traffic there. So one of the things that all of these [legacy] carriers that ... have gone through ... bankruptcy now have done is to concentrate their service around their hubs.
(Trial Tr. 86:20-87:17, May 21, 2012 (Kas-per) (citing AA Ex. 1746)).
The evidence also established that the new elements in the Business Plan — reduction in labor costs and the purchase of new aircraft — are also reasonable steps. The focus in American’s Business Plan on cutting its labor costs is not much different from the business plans in Section 1113 proceedings in other airline bankruptcies. So while the Unions attack American’s Business Plan as being without basis, the evidence shows that American has in fact followed an unfortunately well-worn path blazed by earlier airline bankruptcies. As one of American’s expert witnesses helpfully summarized:
I’ve been involved in all of the other major airlines restructurings in Chapter 11. They’ve all gone through a similar *419 pattern that the carriers come up with the business plan.... [0]ne of the key features of all of their business plans is substantial — in addition [to] shedding other debts and restructuring has been a very substantial reduction in labor costs, specifically labor costs as measured by labor CASM. And when that has occurred, even carriers like U.S. Airways, which was literally within a week or days of running out of cash in its reorganization, was able with the substantially restructured labor costs to emerge to become a profitable carrier. And I see no reason why American, which has more fundamental strengths and a strong reputation and some residual, I think, good will based on its long history of service [and] brand recognition, I see no reason why American cannot do what United, Continental, Northwest and Delta and U.S. Airways have done previously.
(Trial Tr. 90:20-91:13, May 21, 20Í2 (Kas-per)). In each prior airline bankruptcy then, the pattern appears the same: the airline enters bankruptcy with labor costs that are at or near the top of the industry and then emerges with costs at or near the low end of the group. (Id. at 92:4-98:11; AA Exs. 1748-1749 (charts comparing U.S. Airways labor costs before and after bankruptcy); AA Exs. 1750-1751 (same for Delta); AA Exs. 1752-1753 (same for Northwest); AA Exs. 1754-1755 (same for United)). 27 American now seeks to follow in the same path. (Trial Tr. 98:12-101:15, May 21, 2012 (Kasper); AA Exs. 1756-1757). 28
This is also true for the purchase of new aircraft. The business plan discussed in Northwest’s Section 1113 proceeding is remarkably similar to American’s Business Plan here: both include reductions to labor costs, revisions to work rules and scope provisions, and feature sizable new aircraft acquisitions to replace an aging fleet. See Northwest, 346 B.R. at 323 . Indeed, American’s pilots greeted the aircraft purchase with enthusiasm before the bankruptcy, stating that “[t]he magnitude of the order American Airlines announced was the kind of bold stroke that once characterized our airline. We’re hoping it’s a harbinger of things to come.” (Trial Tr. 246:23-247:1, May 14, 2012 (Yearley)).
Mr. Dichter also credibly responded to criticism that the projected growth in the Business Plan is unrealistic. As Mr. Dichter explained, the Business Plan provides for American’s total capacity — as measured by the common industry metric available seat mile (“ASM”) — to grow at the same rate as the industry. (Trial Tr. 35:6-11, April 26, 2012 (Dichter); Trial Tr. 106:14-107:2, April 24, 2012 (Goulet)). Mr. Dichter similarly rebutted the claim that the Business Plan failed to adjust its profit predictions for instances where American’s growth causes overall industry supply to exceed overall industry demand. (Trial Tr. 25:4-17, 63:2-8, May 23, 2012 (Dichter)). As he explained, the Business Plan projects negative impact on revenue where there is a mismatch between Ameri *420 can’s projected growth and projected industry supply and demand. (AA Ex. 1722; Trial Tr. 29:22-30:3, May 23, 2012 (Dichter); Trial Tr. 191:9-23, 194:6-10, 195:14-21, May 17, 2012 (Akins)). 29 Moreover, Mr. Dichter explained American’s efforts to test the assumptions in the Business Plan. He explained, for example, that American modeled two alternative scenarios to its Business Plan, one assuming a smaller airline and the other assuming an airline with fewer hub cities. (Trial Tr. 41:1-42:1, April 26, 2012 (Dichter); Trial Tr. 41:16-42:6, May 23, 2012 (Dichter)). Both of these scenarios resulted in worse revenue performances than the Business Plan and, therefore, helped confirm the reasonableness of its hub-based approach. (Id.)
The last major criticism relates to American’s projected EBITDAR targets over the six years of the Business Plan. American adopted the EBITDAR targets after evaluating what it would need to meet the liquidity and other requirements of the Business Plan and after reviewing the targets projected by other bankrupt network airlines in their respective plans of reorganization. (Trial Tr. 246:14-247:3, April 24, 2012 (Goulet)). 30 The Court concludes that these targets are aggressive but not unreasonable. Investment banker David Resnick explained why these EBIT-DAR targets were necessary:
To meet its operating and investing needs, AMR will need continued access to capital markets over time. The ability to tap financial markets — [including any potential exit financing that might be needed in this case] — will depend on achieving and maintaining the Business Plan’s financial targets and achieving financial metrics that new capital investors will find appropriate. Some of the key financial metrics include EBITDAR margins, credit ratings and leverage ratios ....
(Resnick Deck 1125). Indeed, Mr. Resnick testified that the EBITDAR target was designed to satisfy industry analysts. (Trial Tr. 14:4-23, 15:9-22, 21:9-22:17, April 25, 2012 (Resnick)). 31
The reasonableness of these EBITDAR targets is confirmed by several facts. First, the EBITDAR targets are consistent with other carriers in the industry. In choosing the targets, Rothschild analyzed 2013 analyst projections of EBIT-DAR margins for publicly-traded network carriers and LCCs; American’s 2013 EBITDAR target is within the range of those network carriers and LCCs. (Res-nick Deck ¶ 27; AA Ex. 305A; Trial Tr. 26:1-9, April 25, 2012 (Resnick); Trial Tr. 159:19-160:1, May 22, 2012 (Resniek); Trial Tr. 198:6-11, May 14, 2012 (Yearley) (APA expert conceding that it was reason *421 able for American to target a profitability level consistent with the norms of the U.S. airline industry)). Rothschild included LCCs in its comparator set because American competes with LCCs on many.of its routes. (Trial Tr. 26:16-27:12, April 25, 2012 (Resnick); Trial Tr. 155:9-156:14, May 22, 2012 (Resnick); Trial Tr. 85:3-12, May 21, 2012 (Kasper); AA Ex. 1745). Other airlines in bankruptcy also considered LCC competition in connection with their Chapter 11 restructurings. (AA Exs. 1704,1781). 32
Second, the appropriateness of this number is also confirmed by other airline bankruptcies. These bankruptcies illustrate how other airlines going through reorganization — confronting similar problems and obligations — have constructed their business plans. (Trial Tr. 160:10-19, May 22, 2012 (Resnick)). Other network carriers targeted EBITDAR margins in their plans of reorganization that exceeded EBITDAR levels then being achieved in the industry, and also projected growth in their margins over the duration of their business plans. (Trial Tr. 201:18-203:6, May 14, 2012 (Yearley); Trial Tr. 41:20-42:2, May 18, 2012 (Szlezinger); AA Exs. 317A-321, 1770). American’s targeted EBITDAR margins, while aggressive, are below the average of those margins and are closer to historical norms. (AA Exs. 317A-321; Trial Tr. 30:9-11, April 25, 2012 (Resnick); Trial Tr. 200:4-203:6, May 14, 2012 (Yearley)). 33 Third, the six year EBITDAR in the Business Plan is consistent with the earnings history of the airline industry during other six year periods. (AA Ex. 1778A; Trial Tr. 18:6-20:11, May 23, 2012 (Dichter)). Fourth and finally, the reasonableness of the EBITDAR targets is confirmed by reference to other business metrics. As Mr. Resnick explained, for example, even if American were to achieve the full labor cost reductions, its financial performance and credit profile is not as strong as most competitors. (Resnick Decl. ¶ 29). For example, the average of the EBITDA to interest *422 expense coverage ratio for other airlines is far greater than American’s ratio. (Id.). 34
c) Convergence
The APA argues that American’s proposal is not necessary under Section 1113 because the APA’s labor costs are, or soon will be, at industry standard. More specifically, the APA argues that, based on American’s own pre-petition labor contract analysis, the pilots’ labor costs under the current collective bargaining agreement will “converge” with American’s competitors such that there is a labor cost advantage by 2014 as to other network carriers. See APA Proposed Findings ¶¶ 33-34. Indeed, the APA claims that convergence is occurring even faster than American expected. See id. at ¶ 33. This “convergence analysis” refers to American’s stated goal before bankruptcy to achieve “something like parity with its competitors over the longer run” that would be realized through “increases over time in its competitors’ labor costs, and through growth in the economy and increased employee productivity.” (Brundage Decl. ¶ 20). Accordingly, American had structured its pre-petition bargaining proposals consistent with convergence. (Id.) At that time, American evaluated potential convergence by analyzing the “[application of] the terms of [its] competitors’ labor agreements to the existing American operation” to determine the labor cost gap between American and the weighted average of the costs of its network peers. (Brundage Decl. ¶ 19).
The APA’s convergence argument is unpersuasive. First, it is at odds with American’s conclusion that its costs have not converged with the rest of the industry. (Trial Tr. 171:4-10, 171:15-173:8, April 26, 2012 (Brundage) (describing American’s pre-petition strategy as “kicking] the can” down the road to permit the Company to “limp along” until some future point at which there might be increased demand, steady fuel prices and a convergence in labor costs with other carriers but noting that convergence has not occurred); Trial Tr. 240:14-17, 242:21-243:3, April 24, 2012 (Goulet) (acknowledging that the convergence theory was a matter of delay and that convergence has not yet occurred); Trial Tr. 34:17-37:17, May 22, 2012 (Glass) (stating that he does not believe convergence will occur)). 35 American’s view is very strongly supported by the undisputed fact that the Company has incurred billions of dollars in net losses, including more than $1 billion last year. The APA’s convergence argument is also fatally undercut by the APA’s own admission that “American’s current pilot labor costs are admittedly greater than those of other legacy carriers, APA Proposed Findings ¶ 30, and that the current status quo is “unsustainable.” (Trial Tr. 25:9-11, May 14, 2012).
Indeed, it is not surprising that American now has a different view in bankruptcy than it held pre-petition. Bankruptcy often alters a company’s pre-petition views *423 and forces management to reconsider its past policies and corporate strategy. See Adrian Frankum, Armen Emrikian & James Guglielmo, Liquidity Provides Optionality: An Approach for Boards During a Liquidity Crisis, in Navigating Today’s Environment: The DIRECTORS’ and OffiCERs’ Guide to Restructuring 128 (John Wm. Butler, Jr. ed. 2010) (“Often, restructurings require management to reconsider long-held beliefs on the composition and strategy of the company.”); Douglas G. Baird, The New Face of Chapter 11, 12 Am. Bankr. Inst. L. Rev. 69 , 81 (2004) (stating that “[t]he board of the corporation may have been largely asleep as conditions declined, but when the picture becomes sufficiently grim, the independent directors wake up.”); A. Mechele Dickerson, A Behavioral Approach to Analyzing Corporate Failures, 38 Waxe Forest L. Rev. 1, 25-26 (2003) (discussing how the Enron case illustrates that “even financially sophisticated directors often fail to understand the strategic or financial risks facing their firms ... [and sometimes] only an external influence will convince [management] that drastic measures (including, potentially a bankruptcy filing) are needed to save the firm”). In fact, American’s pre-petition expectations regarding convergence “as to how ‘open industry labor contracts [would be] settled’ ” was “based on a number of assumptions, the validity of which cannot be assured.” (Akins Decl. ¶ 71 (quoting the Company’s Second Quarter 2010 10Q filing with the SEC)). But American understood, even pre-petition, that “[t]he airline industry labor contract negotiation process is inherently uncertain and the results of labor contract negotiations are difficult to predict.” (Id.).
Finally, the notion of convergence is further undermined by the unpredictable nature of an airline industry that is often subject to, and extremely sensitive towards, external shocks. (Akins Decl. ¶ 72; Trial Tr. 35:22-25, May 22, 2012 (Glass) (discussing how the airline industry is one “that is subject to outside — that is sensitive to outside events like no other industry in the United States”)).
2. Objection to Proposed Changes in Benefits to All Employees
American has sought common benefits changes for all its Unions, including the APA, in three areas: (1) pensions; (2) medical care for active employees; and (3) medical care for future retirees. American has sought these changes because it has some of the highest benefit costs in the industry, with overall benefit costs approximately 54% higher than an average network carrier and 195% higher than an average low cost carrier. (Kasper Decl. ¶ 85 (discussing benefit costs per available seat mile); AA Ex. 47). Indeed, an APFA witness acknowledged that the Company is currently “above the industry” with respect to pension, active and retiree medical benefits. (Trial Tr. 240:3-18, May 16, 2012 (Lowe)). This places the Company at a significant cost disadvantage vis-a-vis its competitors. (McMenamy Decl. ¶ 20). As a result, approximately half of the cost reductions that the Company seeks come from across the board changes to benefits that will institute uniform pension plan, active employee medical, and future retiree medical for all employees. (McMenamy Decl. ¶ 22). The Company estimates that these cuts will reduce overall employee costs by approximately $563 million per year, (Wright Decl. ¶ 8; McMenamy Decl. ¶ 22), while keeping benefits industry competitive. (Wright Decl. ¶ 18; Glass Decl. ¶ 38). Some background on each of these proposed changes is useful before considering the APA’s objections.
a) Pension Plans
One of American’s major cost differences when measured against competitors *424 is its defined benefit plan. (AA Ex. 48). Several other large network carriers have either frozen or terminated their defined benefit plans and reduced associated liabilities, while low cost carriers never instituted such plans. (Glass Decl. ¶ 273). These carriers have opted instead for a defined contribution pension plan, under which they contribute a percentage of an employee’s pay to a plan, either through a match or a guaranteed contribution. (Wright Decl. ¶ 13). American initially proposed to terminate all its defined benefit plans, but received strong opposition from the Unions and the PBGC. Thus, American is currently working with the Unions to freeze its plans for non-pilot groups, which will cease accrual of new benefits, but preserve benefits already accrued as of the date the plans are frozen. (Brundage Decl. ¶ 43; Wright Decl. ¶ 47). 36 Under American’s proposal, employees will have access to a 401 (k) plan, with the Company matching 100% of up to 5.5% of an employee’s plan-eligible compensation. (Wright Decl. ¶ 48). Pilots will participate in a defined contribution plan with a guaranteed Company contribution of 13.5% of plan-eligible compensation. (Wright Decl. ¶ 48). This will put American on par with other network carriers. (Wright Decl. ¶ 49; Glass Decl. ¶¶ 37, 279; AA Exs. 821-824).
b) Medical Costs Generally
American also has high active medical costs, which have grown dramatically in the past decade. (Wright Decl. ¶ 14; AA Ex. 601). In 2011, American spent approximately $544 million for medical and prescription drug claims and third party administrative fees and it is estimated that, without changes, these costs will rise to [redacted] by 2018. (Wright Decl. If 17; McMenamy Decl. ¶ 23). American’s unfunded retiree medical and life obligations for just its current employees is approximately $1.16 billion, (Loyal Decl. ¶ 10), whereas its competitors have managed these costs by eliminating or reducing contributions to retiree medical coverage. (Glass Decl. ¶284).
c) Active Medical
American’s current medical plan has fifteen healthcare options, seven of which are self-insured. (Wright Decl. ¶ 20). Differences in American’s collective bargaining agreements result in a variety of employee contribution levels, which complicates medical plan administration. (Wright Decl. ¶ 20; AA Ex. 605). Several factors contribute to American’s current high healthcare costs, including low deductibles, low out of pocket máximums, and restrictions on the ability to negotiate with in-network providers for discounted rates. (Wright Decl. ¶ 22).
American originally sought to modify its active employee medical plan by offering two contractual and one non-contractual option, with the same contribution levels for all employees. (Wright Decl. ¶¶ 26- *425 27). In response to Union concerns, American revised its plan to lower the monthly cost share for the two contractual plans from 23% to 21% and added additional plan design features. (Wright Decl. ¶¶ 26-31). The Company estimates that the changes proposed to active medical will result in $134 million in annual cost reductions, along with incidental cost reductions associated with decreasing administrative burdens and inefficiencies caused by multiple medical plan design options. (Wright Decl. ¶ 18; McMenamy Decl. ¶ 25). Benefits will become comparable to other competitors. (Wright Decl. ¶ 32; Glass Decl. ¶ 281).
d) Retiree Medical
American currently provides future retirees with life insurance and access to several self-insured healthcare options upon their retirement, with participation and cost sharing varying by workgroup. (Wright Decl. ¶ 34). The current pilot collective bargaining agreement offers retirees healthcare coverage at no cost. (Wright Decl. ¶ 34). Nearly all qualifying retirees automatically receive a $5,000 life insurance benefit upon retirement. (Wright Decl. ¶ 35). American spent approximately $125 million for retiree medical and life insurance programs in 2011, net of retiree contributions and pre-fund-ing. (Wright Decl. ¶ 36). In addition, the Company also has a huge deferred unfunded liability that is estimated at $1.16 billion for current employees who will become retirees in the future. (Loyal Decl. ¶ 10; Wright Decl. ¶ 36).
American’s proposal would terminate Company payments for retiree medical and life benefits, and implement a single program for all employees with the same coverage at the employees’ cost. Under this proposal, future retirees can participate in a Company-sponsored pre-65 health plan at the retirees’ cost. (Wright Decl. ¶ 39). Post-65 retiree medical coverage would be eliminated and instead the Company would provide access to a third-party retiree health program at the retirees’ cost. (Wright Decl. ¶ 40). These changes are consistent with those implemented by other network carriers, (Glass Decl. ¶¶ 284; AA Ex. 1762; Wright Decl. ¶ 38), and the Company estimates that they would result in $151 million in direct annual labor cost reductions. (McMenamy Decl. ¶ 28; Wright Decl. ¶ 37).
e) Objections to Proposed Benefit Changes
The APA challenges two of the assumptions made by the Company in calculating the savings resulting from changes to the active employee medical proposal and the future retiree medical proposal. 37 The APA’s concern is that American has undervalued the proposed changes and thus should seek fewer concessions. The APA contends, therefore, that these proposed changes are not necessary.
First, the APA disagrees with the Company’s assumption on medical utilization with respect to the active medical proposal. The APA benefits consultant testified that the Company failed to account for an assumed decrease in medical benefit use due to the cost of higher deductibles, co-payments and out of pocket expenses. (Heppner Decl. ¶ 11). The APA argues that this would total $52.5 million in additional savings from what the Company estimated for the period of 2012 through 2017. (Heppner Decl. ¶ 11).
*426 The Court, however, gives little weight to this testimony and is persuaded that American’s view is correct. On the stand, the APA witness could not identify the amount of utilization decrease that he expected and could not offer an alternative cost estimate that was based on a reliable methodology. (Trial Tr. 127:7-132:5, May 16, 2012 (Heppner)). He admitted that it was the software that determined the change in utilization that was to be used in the model without any input from him directly. (Trial Tr. 131:8-131:25, May 16, 2012 (Heppner)). He further testified that he was unfamiliar with (1) the way in which the software he used for his calculations operated to analyze the data which it was provided (Trial Tr. 128: 15-18, May 16, 2012 (Heppner)); (2) how many employers were included in the database used by the software (Trial Tr. 129:7-9, May 16, 2012 (Heppner)); (3) admitted that he did not know which industries the data used by the software came from (Trial Tr. 129:10-16, May 16, 2012 (Heppner)); or (3) whether the software included income data in its calculations (Trial Tr. 129:17-20, May 16, 2012 (Heppner)).
The Court finds the testimony of American’s witness on medical valuation to be more reliable. Bruce Richards of Mercer Health and Benefits, American’s actuary and consultant on medical benefits, testified that the valuations were based on (a) Mercer’s broad experience with other clients that have made similar plan changes; (b) the assumption commonly accepted in the actuarial profession that utilization increases and decreases resulting from plan design changes would even out within two to three years (a phenomenon dubbed “rush-hush-crush”); and (c) the fact that the relative value of the proposed plan design was not sufficiently different from the current plan design to suggest a persistent decrease in utilization. (Trial Tr. 119:14-124:7, May 22, 2012 (Richards); AA Exs. 1719, 1773). American’s view about utilization rates was further supported by an article culled from training materials used by the Society of Actuaries. (Trial Tr. 122:2-7, May 22, 2012 (Richards)). Entitled “Timing’s Everything: The Impact of Benefit Rush,” the article explains the basis for the “rush-crush-hush” assumption. (AA Ex. 1719). The Court therefore finds American’s valuation of its active medical benefits cost reductions to be reasonable.
Second, the APA disagreed with an assumption used by the Company in calculating the savings resulting from the retiree medical proposal. The APA witness testified that American incorrectly valued these benefit reductions by using an incorrect discount rate, which is used to calculate the present value of future benefits. (Trial Tr. 292:14-293:5, April 26, 2012 (McMe-namy)). He argued that American’s discount rate of 8.25% is higher than the discount rate typically used for retiree medical valuations when measuring liabilities that are largely unfunded. (Heppner Decl. ¶ 10). He stated that the accepted practice is to use a discount rate that approximates the return on a high-quality bond portfolio that matches the liability cash flow, and that the correct discount rate would be approximately 5%. (Heppner Decl. ¶ 10). The APA argues that this would increase the economic cost impact by approximately 44.2% or $106.1 million for the period of 2012 through 2017. (Heppner Decl. ¶ 10).
The APA witness conceded, however, that 5% was not the only acceptable discount rate for this matter. (Trial Tr. 118:4-6, May 16, 2012 (Heppner)). In fact, American used a higher discount rate of 8.25% based on its actual rate of return on pension and medical plan trust assets. (Trial Tr. 293:5-14, April 26, 2012 (MeMe-namy)). Such concrete evidence strongly *427 supports the discount rate chosen by American. See In re Chemtura Corp., 448 B.R. 635, 673 (Bankr.S.D.N.Y.2011). Furthermore, if American had used a lower discount rate, its request for cost reductions from the Unions would have been higher as a result, (Trial Tr. 294:20-295:15, April 26, 2012 (McMenamy)), a fact conceded by the APA. (Trial Tr. 120:15-23, May 16, 2012 (Heppner)). For these reasons, the Court finds American’s valuation of its retiree medical proposal to be reasonable.
3. Objections To Proposed Changes Relevant Only to the Pilots
In disputing the necessity of the March 21 Proposal, the APA has taken issue with a number of specific aspects of American’s proposal. The main arguments presented at Trial are discussed below.
a) Regional Jets
Network carriers often enter into partnerships with smaller regional airlines, known as commuter air carriers, under which the commuter carriers will fly smaller-sized aircraft referred to as regional jets on behalf of the network carrier. 38 The use of regional jets is meant to assist larger carriers in their network planning, by allowing the carriers to match the type and size of aircraft with the demand in certain local markets. In this way, passengers can be connected from smaller airports to larger airports that serve as hubs for the larger carriers. The APA has concerns about regional flying, because it is not done by APA members.
As a result, the existing APA agreement contains significant limitations on American’s ability to use regional jets. It permits American to partner with regional carriers flying planes with 50 or fewer seats and a maximum take-off weight (“MTOW”) of no more than 64,500 pounds. (Newgren Deck ¶ 55). These regional jets cannot exceed 110% of the number of narrow body aircraft flown at the mainline, allowing for the current use of up to 536 39 regional aircraft of 50 seats or less. (Eaton Decl. ¶ 13; APA Ex. 501 § l.D.5.e). Additional restrictions include limitations on the type and number of routes on which these aircraft can be flown. (Newgren Deck ¶¶ 63-66; Glass Deck ¶74). If American does not own the commuter airline, further restrictions apply. (Newgren Deck ¶¶ 64-66; Glass Deck ¶ 75; APA Ex. 501 § 1.D.5). American has received permission from the APA to contract for flying with its owned regional affiliate, American Eagle Airlines, using 47 specific jets that have a maximum of 70 seats, but these jets cannot be replaced when they are retired. (Newgren Deck ¶ 55; AA Ex. 802A). 40
The March 21 Proposal would allow American’s regional partners to fly aircraft with a maximum of 88 seats and a MTOW of 114,500 pounds. (AA Ex. 918). The maximum number of regional jets of 51 to 88 seats would be capped at the greater of 255 or 50% of the total number of mainline aircraft in use at the time. (AA Ex. 918; American’s APA Motion at 23 n.18). The maximum number of regional jets of 50 seats or less would remain at 110% of the narrow body aircraft flown at the mainline at the time. (AA Ex. 918). Additionally, the distinction between owned and non- *428 owned commuter carriers would be eliminated — all would be operated as if owned. (AA Ex. 918). Based on current fleet size, the APA calculates that the March 21 Proposal would permit the Company to use 536 regional jets of up to 50 seats and 304 regional jets of 51 to 88 seats. (Eaton Decl. ¶ 25). The APA’s primary objection relates to the use of the larger regional jets. The APA fears that the March 21 Proposal would permit American to create or acquire a separate airline to fly a large fleet of Embraer 190 aircraft with larger seat capacity, and thus would ultimately reduce flying by APA union pilots at the mainline. (Eaton Decl. ¶ 18).
American argues that they must be permitted to expand their use of larger regional jets because the current restrictions inhibit American’s ability to generate revenue. Specifically, smaller regional jets of 50 seats or less are not fuel efficient and are no longer manufactured due to a lack of commercial viability. (Newgren Decl. ¶ 56-57; Glass Decl. ¶ 73; Trial Tr. 88:13-89:14, May 21, 2012 (Kasper)). Additionally, these smaller regional jets have a much more limited range and cannot be used for certain city-pairs that could be served by larger regional jets. (Newgren Decl. ¶ 56). Smaller regional jets also cannot be configured to offer the type of two-class service that generally attracts the “high value” customers that American seeks. (Newgren Decl. ¶ 58; Glass Decl. ¶ 73; Trial Tr. 88:13-89:14, May 21, 2012 (Kas-per)). Furthermore, there are markets with significant revenue opportunities that cannot be adequately served by American’s mainline aircraft, which are too large and thus poorly suited for these markets. (Newgren Decl. ¶ 59). American has stated that it cannot substitute use of its own smaller aircraft for these regional flights due to the high cost of its operations in comparison to regional carriers, including pilot and other labor costs. (Newgren Decl. ¶ 59; Vahidi Decl. ¶ 19).
In evaluating what is necessary under Section 1113, courts often look to the standards in the industry, comparing how the debtor’s proposed changes stack up against its competitors. See Carey Transp., 816 F.2d at 90 (labor costs). The APA argues that the request of American is inconsistent with industry standards, both in terms of maximum number of seats and MTOW. It notes that none of American’s major competitors are currently using regional jets with 88 seats or any aircraft with a MTOW of greater than 90,000 pounds. (Eaton Decl. ¶ 19; APA Exs. 507, 510). Consistent with the trend in the industry, however, the Court concludes that American needs to use such jets to both compete with its peers in terms of matching market size and to generate additional revenue. The Court finds, therefore, that American has shown that the request in the March 21 Proposal is reasonable and necessary when compared to its network competitors.
With respect to the number of seats in the regional aircraft, U.S. Airways, one of the Company’s main competitors, uses regional jets of a similar size. There is a disagreement on the record regarding the size and number of regional jets that U.S. Airways is permitted to fly. (Trial Tr. 36:22-37:14, May 16, 2012 (Eaton); APA Ex. 513; AA Ex. 802A). With respect to U.S. Airways, the APA claims that U.S. Airways is limited to 97 regional jets of 51 to 70 seats and 93 regional jets of 77 to 88 seats. 41 (Trial Tr. 36:22-37:14, May 16, 2012 (Eaton)). American disagrees, claiming that U.S. Airways’ limit is 212 aircraft in the 51-76 seat range and 153 aircraft in *429 the 76 to 90 seat range. 42 (Trial Tr. 11:1— 18:4, May 22, 2012 (Glass); AA Exs. 1771, 1775). The Court finds the testimony of American’s witness, Mr. Glass, to be more credible on this point. Mr. Glass negotiated the regional jet provisions in the U.S. Airways restructuring agreements and cogently explained how the U.S. Airways limits on regional jets were expanded upwards as a result of arbitration. (Trial Tr. 13:3-18:4, May 22, 2012 (Glass); AA Exs. 1771, 1775 at 15). Other network carriers also have the ability to use large regional jets. Delta is able to use regional jets with up to 76 seats. 43 (Trial Tr. 36:22-23, May 16, 2012 (Eaton); APA Ex. 503; AA Ex. 802A). And while Continental is prohibited from using regional jets of greater than 50 seats, its merger partner United can use jets of up to 70 seats. 44 (Trial Tr. 36:24-25, May 16, 2012 (Eaton); APA Exs. 502, 504; AA Ex. 802A).
As to the total number of regional aircraft that American seeks to use, the vast majority of network carriers are able to utilize large numbers of regional jets of over 50 seats under their collective bargaining agreements, with some limitations. (Trial Tr. at 87:25-88:12, May 21, 2012 (Kasper)). United is unrestricted in the number of regional jets it can fly with up to 70 seats: (Newgren Decl. ¶ 55; Glass Decl. ¶ 77; AA Ex. 802A). 45 Furthermore, Delta’s collective bargaining agreement allows use of 255 regional jets in the 51 to 76 seat range, 120 of which can be between 71 and 76 seats. 46 (Eaton Decl. ¶ 26; APA Ex. 503). (Newgren Decl. ¶ 55; Glass Decl. ¶ 77; AA Ex. 802a). US Airways can fly more than 300 regional jets over 50 seats. 47 (Newgren Decl. ¶ 55; Glass Decl. ¶¶ 77, 81; AA Ex. 802A).
The APA envisions a scenario in which American uses its entire allotment of 50-plus seat aircraft to fly the largest regional jets at 88 seats. Such a concern is misplaced given the evidence. The Company has stated that it seeks this flexibility on regional jets in order to “right size” its utilization of aircraft. (Goulet Decl. ¶ 55, *430 Vahidi Decl., ¶¶9, 30-31; Dichter Decl. ¶27). Right-sizing involves “match[ing] the proper gauged aircraft, meaning the right-sized aircraft, to a particular market.” (Trial Tr. 264:22-23, April 23, 2012 (Glass)). This concept goes directly to the meaning of necessity under Section 1113, which is meant to provide American with the ability to make the “necessary, but not absolutely minimal, changes that will enable the debtor to complete the reorganization process successfully.” Carey Transp., 816 F.2d at 90 . If the market can support an 88 seat regional jet, that is what American will use to its economic advantage, thus contributing to a successful reorganization. If a market can only support a 70 seat regional jet, however, it would make no economic sense for the Company to use an 88 seat aircraft in that capacity and therefore pay higher costs for that aircraft while failing to fill seats. (See Trial Tr. 264:18-265:12, April 23, 2012 (Glass); Trial Tr. 18:8-19:22, 53:12-19, May 16, 2012 (Eaton)). 48
The APA also argues that the March 21 Proposal with respect to large regional aircraft is not anchored to the Business Plan. 49 The Business Plan contains a network plan that sets forth American’s contemplated aircraft usage. [Redacted] The Court finds that the information in the Business Plan on regional jets is in line with American’s regional jet “ask” in the March 21 Proposal, which caps the number of aircraft at the 51 to 88 seat range at the larger of 255 or 50% of the total number of mainline aircraft in use at the time. The request for 255 regional aircraft is very much in line with the projected need in the Business Plan of [redacted] It is true that the March 21 Proposal also contains a clause granting the Company some additional flexibility by pegging the number of regional jets to a percentage of American’s mainline fleet; using today’s figures, American would be able to use 304 aircraft in the 51 to 88 seat range. However, American has a “need for long-term flexibility in order to have a truly successful reorganization, one that results in a healthy company emerging from the process. A debtor’s proposal need not be limited to the bare bones relief that will keep it going.” Royal Composing, 848 F.2d at 350 (internal citations and quotations omitted.). The Court finds that the percentage proposed by American will give it the flexibility necessary in using regional jets in the future to keep pace with the industry and the changing demands of the markets. (See *431 Trial Tr. 264:21-265:4, April 23, 2012 (Glass) (“[A] proposal like this gives the company exactly the kind of flexibility it needs to decide, because there’s a wide range ... of regional aircraft, and whether it’s turboprop aircraft or whether it’s jet aircraft, depending on its performance characteristics, depending on the market, depending on the area of the country that[] it’s operating in, all of those are critical factors to determining what aircraft should be in what market.”)). Thus, while American’s proposal does permit more regional jets than is currently forecast in the Business Plan, American has capped that number at a range generally consistent with the Business Plan, but in a way that will provide them with the flexibility to react to changes in the market. Indeed, “[p]rojections are necessarily speculations about the future and are an art, rather than a science.” Royal Composing, 848 F.2d at 350 (quoting In re Royal Composing Room, Inc., 62 B.R. 403, 407 (Bankr.S.D.N.Y.1986)). It is not necessary that a debtor “show the necessity of every conceivable future use of the flexibility it now requires; it is enough that ... it needs that flexibility.” Royal Composing, 848 F.2d at 350 .
Finally, the Court notes that the Business Plan helps demonstrate the necessity of the proposed changes by detailing the increase in annual revenue to be generated from the additional use of regional jets (Dichter Deck ¶ 24), and providing several key examples of the markets in which American intends to implement this usage. (Vahidi Decl. ¶¶ 30-31 and n. 6; AA Ex. 213).
b) Codesharing
Codesharing is a term that describes the relationship between two air carriers in which one carrier is permitted to place its schedule identifier (a unique two letter airline designation) on flights offered by the other. It allows an airline to increase the size and depth of its network by reaching locations that are served by other airlines. The existing scope clause in the APA agreement greatly restricts American’s ability to codeshare. Scope clauses define the extent of work and flying opportunities for the pilots covered under a collective bargaining agreement. 50 Found in most pilot collective bargaining agreements, scope clauses generally offer job protection by imposing restrictions on an airline’s ability to outsource flying to low-cost subcontractors or to form non-unionized subsidiaries to take over flying that would otherwise be performed by unionized pilots. (Eaton Deck ¶ 10).
American currently maintains very modest codesharing relationships with just two airlines: Alaska Airlines and Hawaiian Airlines. American can codeshare with Hawaiian Airlines on inter-island flying so long as the Company operates 10 daily flights between the U.S. mainland and Hawaii. (Newgren Deck ¶ 85). The codes-haring relationship with Alaska Airlines also is restricted to certain city pairs. (Kasper Deck ¶ 108 n. 122; Trial Tr. 80:16-81:4, May 14, 2012 (Roghair)). Under the existing APA scope clause, American is only able to enter new codesharing agreements with domestic carriers if it satisfies certain conditions. American must provide the APA with notification *432 prior to entering the agreement. (Eaton Decl. ¶ 32). In the absence of APA consent, American must engage with the APA in interest-arbitration. (Eaton Decl. ¶ 32). In such interest arbitration, the arbitrator must look to the “industry-standard,” through reference to the terms of then-existing collective bargaining agreements in place at United, Delta, Northwest, Continental and U.S. Airways. (Eaton Decl. ¶ 32; APA Ex. 501 § l.H). The existing pilot collective bargaining agreement also permits international codesharing so long as American’s own international block hours do not fall below a certain level known as an international baseline. (Eaton Decl. ¶ 46; Newgren Decl. ¶ 87).
The March 21 Proposal would significantly expand American’s codesharing abilities by allowing American, in its discretion, to enter into or continue commuter, domestic, or international codesharing in any market. (AA Ex. 918). The March 21 Proposal would also explicitly eliminate the limitation on the number of flights operated between the U.S. mainland and Hawaii in the codesharing agreement with Hawaiian Airlines. (AA Ex. 918). American argues that these proposed changes are necessary to compete with rival carriers that have been able to achieve larger networks through mergers. (Kasper Decl. ¶¶ 110-115; Newgren Decl. ¶¶ 73-82).
The APA argues that the changes proposed by American would give the Company the unlimited right to enter into domestic and international codesharing relationships. The APA notes that no other network carrier currently has such unlimited codesharing. (Trial Tr. 60:4-7, May 22, 2012 (Glass)). The APA also observes that the request made by American goes beyond what is contemplated in its Business Plan, which provides details regarding American’s intent to expand codesharing with specific airlines in certain markets. (Newgren Decl. ¶¶ 73-76).
American argues that its request for expanded codesharing is consistent with the historical pattern in the industry. Specifically, up until industry consolidation took place in the mid-to-late 2000s, Delta, United, Continental and Northwest maintained broad cod

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/8495026. Public record. Not legal advice.