US Airways Group's CEO Hosts 2013 Annual Shareholder Meeting (Transcript)

| About: American Airlines (AAL)

US Airways Group, Inc. (LCC) 2013 Annual Shareholder Meeting July 12, 2013 9:00 AM ET


William Douglas Parker - Executive Chairman, Chief Executive Officer, Chairman of Labor Committee, Chairman of US Airways and Chairman of AWA

William Douglas Parker

Okay, good morning. I'm Doug Parker, Chairman and CEO of U.S. Airways Group. Pleased to welcome you to our 2013 Annual Meeting of Stockholders. All stockholders here today should have registered at the front door prior to entering the meeting and indicate on the sign-in sheet whether they intend to vote in person here at the meeting.

Joining us today are all members of the US Airways Board of Directors, Matt Hart; Rich Kraemer; Cheryl Krongard; Bruce Lakefield; Denise O'Leary; George Philip; and Bill Post. Thank you, all, for being here.

We're also joined by several members of the senior management and representatives of KPMG and the company's auditors. And Caroline Ray will serve as a secretary for the meeting.

I also want to take this opportunity to thank our friends at Latham & Watkins for their generosity in allowing us to hold the 2013 Annual Meeting of Stockholders at their offices here in New York.

At this meeting, we are asking US Airways stockholders to vote on our usual annual meeting matters. In addition, we're asking you to approve our merger with American Airlines.

So before commencing the formal business meeting, I want to take a few minutes to provide an overview and talk a little bit about the merger. After the conclusion of the formal business meeting this morning, I will open the floor to questions and comments.

So without further ado, I'm not going to spend -- this isn't a particularly long presentation, but it seemed to us, given that this will likely be -- this will be the last Annual Meeting of Shareholders for US Airways Group, it's -- it will be a good time to reflect on what we have been able to accomplish at US Airways for the shareholders.

It was almost 8 years ago that we had a shareholders' meeting in Tempe, Arizona to approve the America West-US Airways merger. That merger has been extremely successful. We were able to -- it allowed to us to combine 2 Airlines that likely wouldn't have been able to withstand the environment that followed independently and created an airline that has performed exceptionally well, creating value for our investors, for consumers, for our employees and the communities we serve. So we're here today to obtain shareholder approval for the merger of US Airways and American. We also believe this offers substantial benefits for our employees, for our consumers and for our shareholders. And the US Airways Board of Directors recommends approval.

I want to talk a little bit about, again, what happened in the years following the America West-US Airways merger. Quickly after we merged in 2007, the industry had some very difficult times. We evolved in economic crisis in our country with the Great Recession and high unemployment, as well as extremely high oil prices that have remained high, which makes it very difficult to be profitable in the airline business.

We, at US Airways, we believe that the airways' post-merger took aggressive action to ensure that we were able to withstand all of that. We had extreme focus on operations. Our team of -- led by our employees, have done an amazing job. They are making US Airways one of the operational leaders in the industry, things that customers care about the most, things like on-time performance, baggage handling, completion factor. We, post-merger, did an excellent job. The team did of focusing our assets on where we have a strategic advantage. 99% of our capacity now flows through our hubs at Charlotte, Washington D.C., Philadelphia or Phoenix, which has made a tremendous difference in our ability to be profitable and withstand the environment. We developed significant new revenue streams, up to almost $600 million now in ancillary revenues in 2012, up from only $164 million in 2008. And significantly invested in improved customer products and services, all of which are listed here and I'm not going to go through it, but a much improved product for our customers, which has helped us to drive up our revenues.

So the result from all that is excellent returns for our shareholders. What you see here is, back in 2005, the industry, of course, was doing much worse than it did now. But US Airways was performing worse than the industry. The industry margins were a negative 4%. US Airways is making 6%. The combined US Airways-America West was at negative 6% pre-merger. Now, 7 years later, the industry is doing better, of course, at 2% margins, but US Airways is doing even better than the industry at 4%. So we've gone from being an unprofitable industry to a profitable industry, and US Airways has gone from being towards a tailwind in terms of-- relative profitability to being at the lead. So -- and that, again, is due to [indiscernible] has talked about, the merger itself, as well as the actions the team took to get their works. I'm really proud of what we've accomplished get to this point.

So now looking forward, we have an opportunity for the merger with American to create a premier global carrier. The fact of the matter is, since 2005, since our merger with between US Airways and America West, there have been 3 other large mergers. The world doesn't stand still, of course. And while that merger did amazing things for both US Airways and America West at that time, the landscape has changed as other mergers have taken place, Delta-Northwest in 2008; United-Continental in 2010; and Southwest-AirTran in 2011 have created 3 airlines that are larger than U.S. Airlines and make it very difficult like US Airways and American Airlines to compete with a relatively smaller network.

The merger of US Airways and American eliminates this competitive disadvantage. It creates a fourth strong competitor to United, Delta and Southwest.

Showed graphically here, this just shows, by region of the country, the relative strength of each of American's networks and US Airway's network, and what you see is the lighter the color, the less share, and the darker color, the higher the share.

What you see is American has the network that is #4 in West Coast, #4 in the Southern country, #5 on the East Coast. US Airways, similarly, not particularly strong on a relative basis, #6 in the West Coast, #5 in the Northern country, #3 on the East Coast. A relatively strong East Coast presence of US Airways, which fits in where American is the weakest. So when you put them together, suddenly, we have a network that can compete with anyone, #1 on the East Coast, #1 in middle of the country, #3 on the West Coast, a network that will allow us to be a fourth solid competitors to those 3 carriers.

So that's the value of the merger. This is an overview of which our shareholders are well aware of at this point. They all-stock transactions is 72% going to the AMR shareholders, 28% to the US Airways shareholders. The company will be named American Airlines based at Dallas, Texas. And I will be the CEO. Tom Horton will be the Chairman. And we are in the process of putting together, between the 2 the companies, what I'm certain will be the best management team in the industry.

So when we do all these things, we will create a premier global airline that is in the best interest of our stakeholders, our financial stakeholders, get the benefits of the synergies of putting these 2 companies together, which are over $1 billion a year. Our consumers, because we'll get better choice, the ability to fly to more places in the airlines. These airlines are extremely complementary. We'll be able to put the 2 airlines together and not reduce service to any communities or continue to serve all communities we serve today with all the same hubs. We have over 900 routes between the 2 airlines, only 12 of those have overlapped. So these airlines should fit together extremely well and are complementary to each other. And the enormous benefits for our employees. We're extremely pleased to have the support of the employees of US Airways. Those of you that were at our last Annual Shareholders' Meeting will remember that we have, at that meeting, the union representatives from American Airlines here in support of this merger. We are extremely grateful for that support from both the American Airlines union employees, as well as the US Airways union employees, and they're a key part of why we want to get this done. So we're looking forward to be able to create all those benefits for all of our stakeholders.

This slide just shows, again, what is well-known by this point that, by putting these 2 companies together, we can create over $1 billion in synergies, $900 million of that by putting the 2 networks together and being able to fly more people across the 2 networks than we can independently as 2 separate networks. The cost synergies, of course, when you put the 2 companies together, we can -- there are savings that can be generated. Things like management payroll savings, IT savings, facility rental at airports allow us to save about $550 million a year in savings. And then we're able to spend about $400 million of that to improve our employees wages and benefits as part of the merger, which is why we have such universal support amongst our employees because this is better for them as well. And we take some of the savings we have in this and use that to pass along to our employees, which we are pleased to do. The net is over $1 billion of synergies, which is great value to our shareholders.

As to the timeline, we announced the merger on February 14. At that time, we projected a third quarter close. I'm happy to report, we are still on track for that. We -- on March 27, the AMR Bankruptcy Court approved the merger agreement. Today, the US shareholders will approve this merger as well. And then some time in the third quarter, we will have the Department of Justice clearance as followed by the AMR Bankruptcy Court confirmation of the Plan of Reorganization, and that will -- those 2 items will allow us to close the merger. So as we expected, when we closed on February 14, we still expect to close this merger in the third quarter 2013. And as I've said, this, we believe, is in the best interest of all our stakeholders, for our US shareholders, for our employees for our customers and the communities we serve.

So with that said, I will now call to meet -- call to order the meeting of the 2013 Annual Meeting of Stockholders. We will now proceed with the formal business of the meeting, as set forth in your Notice of Annual Meeting and the proxy statement/prospectus. The appropriate corporate documents are in order. I have in my possession a copy of the proxy statement dated June 10, 2013, together with the affidavits of mailing.

The Board of Directors has appointed Broadridge Investor Communications Services to act as inspector of election at this meeting. Broadridge is represented by Thomas Tai [ph]. His function is to determine the number of shares represented at this meeting and the validity of proxies and ballots and count all votes and ballots cast as to each matter. The inspector of election has been sworn in and I have his oath.

May 30, 2013, is the record date for purposes of the turning the stockholders entitled to notice and vote at this meeting. A list of stockholders, the number of shares held by each such stockholder as of that record date is available at the entrance of this room for any stockholder wishing to inspect it. I have been informed by the inspector of election that the shares present in person or represented by proxy are in excess of quorum requirements, so we will begin the meeting. The time is now 9:12 a.m. Eastern, and the polls are now open for voting.

There are 6 proposals to be considered by the stockholders of this meeting as set forth in the proxy materials. And those are: The adoption of the merger agreement; an advisory vote on a merger-related compensation of US Airways groups named executive officers; the adjournment of this meeting, if necessary, to solicit additional proxies that there are not sufficient votes to adopt the merger agreement; the election of 2 directors; the ratification of the appointment of KPMG as the company's auditors; and an advisory vote on the compensation of US Airways groups name the executive officers, as disclosed in the proxy statement. No other matters will be considered.

Approximately 159.6 million or about 88% of our shares were voted by proxy, and the inspector of election has advised me that his preliminary tabulation shows that all 6 of the proposals have been approved by a sufficient number of the votes previously cast.

The first item of business is a proposal to adopt the merger agreement. The Board of Directors has recommended the stockholders vote for the adoption of the merger agreement. Are there any questions related to this proposal?

Proposal #2, advisory vote on a merger-related compensation of named executive officers. This is a non-binding advisory basis approval of the merger-related compensation the may become payable to our named executive officers in connection with the merger. The Board of Directors has recommended the shareholders vote for the approval of the merger-related compensation of our named executive officers. Are there any questions regarding this proposal?

Next, the third item of business is the approval of the adjournment of the 2013 Annual Meeting of Stockholders, if necessary, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement. The Board of Directors has recommended the stockholders vote for the approval of the adjournment of this meeting, if necessary, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement. This proposal was included for purpose of approving the adjournment of this meeting if there were not sufficient votes present at the meeting to adopt the merger agreement. Because a sufficient number of votes have been cast, we will not need to adjourn the meeting in order to solicit additional proxies. Are there any questions regarding this proposal?

Proposal 4. The fourth item is the election of directors nominated by the Board of Directors. No other nominations complying with the nomination procedures in the company's bylaws have been received and the nominations are closed. Pursuant to the company Certificate of Incorporation and bylaws, the company's directors are elected on a staggered basis in 3 classes. At this meeting, Denise M. O'Leary and George M. Philip have been nominated as Class II Directors of the company to serve until the 2016 Annual Meeting of Stockholders and until their successors have been elected and qualified. Matthew J. Hart, Richard C. Kraemer and Cheryl G. Krongard are Class I Directors, whose terms will expire in 2015. Bruce R. Lakefield, William J. Post and I are Class III Directors, whose terms will expire in 2014. The Class I and Class III Directors are not standing for election at this meeting. The Board of Directors has recommended the stockholders vote for each of the nominees. Are there any questions regarding these nominations?

Proposal #5. The fifth item of the business is the ratification of the appointment of KPMG LLP to serve as the independent registered public accounting firm for US Airways Group for the fiscal year ending December 31, 2013. The Board of Directors has recommended the stockholders vote for the ratification of the appointment of US Airways Group's Independent Registered Public Accounting Firm. Any questions regarding this proposal?

And the sixth item of business is the approval on a non-binding advisory basis of the compensation of the named executive officers of US Airways Group pursuant to the compensation disclosure rules of the SEC, as described in the US Airways Group compensation, discussion and analysis. The compensation tables narrated discussion and any related material disclosed in the proxy statements. The Board of Directors has recommended the stockholders vote for the approval of the compensation of the US Airways Group's named executive officers. Are there any questions regarding this proposal?

So the voting is by proxy and written ballots. It is not necessary to vote in person if you've previously voted by proxy. Do any persons present now wish to vote in person?

If you are voting by ballot, please mark it clearly, include your name. I remind you that only stockholders on record on May 30 are eligible to vote at this meeting. After you complete your ballot, please raise your hand so it can be collected and delivered to the Inspector of Election. I don't think we have anyone, so I'll keep going.

The time is now 9:16 a.m. Eastern, and the polls are now closed for voting.

As previously announced, the Inspector of Election has advised me of the number of shares voted in person or by proxy and already tabulated showed a sufficient number of the votes previously cast have been voted for proposals 1, 2, 3, 4, 5 and 6. The Inspector of Election will prepare the certificate of the Inspector of Election for the company once all votes are tallied, which report will be notarized and included in the minutes of the meeting. These results will be detailed in the current report on Form 8-K, which we will file with the SEC.

This concludes the formal portion of the meeting and the Stockholders' Meeting is now concluded. So now I'll move to the question and answers. If you have any questions, please raise your hand. We'll bring a microphone to you because we are webcasting this, so even though I can hear you, they can't hear you online if you don't take a microphone. So if would, when recognized, please state your name, the number of shares you hold and please speak clearly so everyone can hear. All questions and comments should be addressed to me. Yes, ma'am.

Question-and-Answer Session

Onetha McKnight

My name is Onetha McKnight. I work at Philadelphia international Airport for a subcontractor named PrimeFlight Aviation. I provide service for US Airways. I have been a wheelchair attendant for 6 years. I have never received a raise. I started at $7 an hour and today, 6 years later, I still receive $7 an hour. Some days, I only receive $1 in tips. According to a study released last month by the National Employment Law Project, nearly 40% of wheelchair agents and skycaps at Philadelphia International Airport were instructed by their managers or supervisors to report tip income they did not receive. In April, PrimeFlight's wheelchair attendants servicing US Airways, including myself, complained that they are exposed to bodily fluids, such as urine and sometimes feces and alleged that we are not provided with training, gloves or cleaning supplies to clean our wheelchairs. While the company has denied the allegations, Osher [ph] has opened an inspection on the company and has yet to release its findings. Shareholders, executives, do you really think it's good for your long-term profit to be engaged in a race to the bottom for contractors? Thank you for listening.

William Douglas Parker

Thank you very much. To your question. Well, thank you for the question again. Well, thank you for being here and indeed I was -- I will give you at least a couple of comments. First off, we noted you have that while in US Airways contracts, you are an employee of US Airways, we, at US Airways, are very proud of our relationship with our union employees, as I noted in my introductory comments, and are very pleased about their support for this merger. We fully respect your right to organize and wish you all the luck in that and again, are highly supportive of that. You are, indeed, an employees of PrimeFlight, not employee an of US Airways and we are contractors for those services, as are all the other airlines at Philadelphia. So we obviously have a vested interest in making sure that those that are providing those services are happily employed and are providing them service, so we hope to see that happen. And again, full support in your right to organize and wish you luck in that endeavor. Thank you. Yes, ma'am?

Unknown Attendee

Good morning. My name is Lenora Black. I work at JFK...

Unknown Executive

I'm sorry, ma'am. Could you state that again, please?

Unknown Attendee

Sure. Lenora Black. I work at JFK Airport. I provide service for American Airlines. I'm an alarm guard. My job is to make sure that the flights are safe for your passengers. Without me and 100 of my co-workers, I don't know how your planes will leave the ground or how would you make any money. While you're voting to emerge to form the world's biggest airlines, after raising in a record profit last year, we're living in poverty. I make $8.50 an hour. That's less than $18,000 a year. And my co-workers are starting to get very angry about this, as you probably saw on your way in. I got more money when I was home on public assistance than I do now on a 40-hour work period. Do you think this is good for a long-term financial health for your company to have 100 security officers at one of your biggest airports in the country working for subcontracts who pay poverty wages? Doesn't that pose some serious operational and financial risks? Thank you for listening.

William Douglas Parker

Thank you. And I know less about this one than I do about the wheelchair -- the Primeflight at Philadelphia, which is what US Airways uses, but my comments are the same. Again, I'm not exactly certain with the situation of american security guards and how they contract those at JFK, but my guess is they get similar to the situation we do at Philadelphia where a service that is used by or employed by most, if not all airlines there. And again, I'd like to know that these services we're using are being done by people that have the same sort of commitment to our customers that our employees do and would like to see you guys get what you would like, and again not US Airways employees, so it's hard for us to make that happen, but nonetheless, thanks for your comments and we appreciate you being here and support your right to organize. Yes?

Unknown Attendee

Glenn Left. Mr. Parker, could you comment on the slot situation and the -- at Washington D.C. and the possibility that's been rumored of needing to divest some slots?

William Douglas Parker

Yes. Thank you, Glenn. I'd be happy to. The -- all of our shareholders -- if you aren't aware of the situation now, we -- I noted my comments that we fully expect to get Department of Justice approval to close this merger some time in the third quarter. There's been suggestions from our competitors that, as part of that approval, we should be asked to divest slots at Reagan National Airport, we, US Airways, and American combined. The argument goes like this, that once we combine, the 2 companies will have something on the order of 2/3 of those slots at Reagan. And that number, for some reason, which I'll get to, doesn't make any sense, but nonetheless, is being used as the rationale that, that's too many and they should divest. So let me talk about it. First off, the 2/3 number of departures in an airport certainly is not a legal issue. There is no such standard in any trust law that says airlines can have a share of that size at one individual airport. And indeed, each of those merges that I just talked about that have been approved in the last 5, 6 years, American, Delta, United and Southwest, we're approved with shares at major airports greater than that. Delta Air Lines today has 78% share at Atlanta; 83% at Detroit; 76% of Minneapolis; and 77% at Salt Lake. United Airlines, 74% in Newark; 75% of Dallas; 86% of Houston and Intercontinental. Southwest, 83% of Midway Airport. So clearly, the standard of 67% is not an antitrust issue, and none of those mergers would have improved with all those shares much higher than 67%. That's point one. Having said that, in this case, the number of departures isn't any relevant number because generally, the number of departures, the number of seats are relatively close. But in the case of US Airways at D.C., because we fly to so many small communities out of Reagan, we do so with a lot of smaller airplanes, so we actually look at seats, which is a much better measure of capacity, of course, because that's only passengers we can carry as the number of seats. It's better than departures. As since we have fewer seats for departure, our seat share at Reagan is cultured at 50%, much lower than all these other airlines have at their hubs. So that's yet another point on why we don't think this makes any difference. And then lastly, Reagan, of course, is not the only airport serving the D.C. metropolitan area. There is, of course, Dallas, where United has a 75% share. There is Baltimore as well. And when you take all the -- you take those 3 imports into account, what you'll see is that the US Airways-American combined seat share is about 25%. Clearly, not an issue, a competitive issue. It's actually lower than United share in the D.C. area, about exactly the same as Southwest, so an intensely competitive market in D.C. We don't see any reason, certainly from the matter of law perspective, that we should be asked to divest by Department of Justice. Having said that, our competitors are indeed using all the force they can to try and force us to divest. And while it might not be a matter of law, it may be that someone decides as a matter of policy, it's something that they think makes sense, and we would argue that's terrible policy because the result of that policy is going to be a loss of service to small communities in favor of just more service to large communities. We don't need to guess about this, it's a fact. That is what will happen. And we know this because recently, US Airways was forced to divest some slots in a transaction we did with Delta, a slot swap versus slots at D.C., slots at LaGuardia with Delta in its -- for doing that transaction. Department of Justice asked us to divest the slots. Those lots were acquired by JetBlue, who promptly began the service from D.C. to Boston, where there are already 20-odd flights a day to Orlando, where there are similar number of flights a day, and other large markets. And the net effect of all of Delta divesting our slots given to us was a reduction in small city service. Communities like Grand Rapids, Michigan and Madison, Wisconsin used to have non-stop service, no longer do. So if we're asked to do this again and asked to divest, what will happen is, we, at US Airways, for our shareholders, will, of course, while we don't want to, be forced to stop service to some communities. And we will, as stewards of our shareholders' resources, divest those that are the least lucrative. And that's why it's going to be the small communities. So we will reduce service to small communities. They will no longer have non-stop service to the nation's capital, and whoever receives them, those lobby [ph] being the hardest just by the way of Southwest and JetBlue, neither of those airlines are going to add service to the cities that we divest from. Rather, they're going to add service to communities that already have non-stop service. So anyway, this is all about policy and some really bad policy. If the Department of Justice or the administration chooses to try and enforce such a policy, we just think it's a terrible way to allocate scarce resources just to allow more of them to fly at places that already have tremendous amount of service. Thank you for the question. Yes, sir?

Unknown Attendee

My name is Rashad Grant. [ph] I work at the Fort Lauderdale Hollywood International Airport for a subcontractor named Bax [ph]. I provide service for American Airlines. I have also worked for DAS [ph], a subcontractor, who provides service for U.S. Airways. I'm a wheelchair attendant and have worked for the past nearly 3 years. On that job, I only make $8 an hour. So note that I have to work 2 jobs just to provide the basics for my family. With 2 jobs, I don't get much sleep at all. Sometimes, I have to come in to work exhausted, but I have to do so because I have to provide for my family. I'm head of household and I'm responsible for 4 children. Thankfully, they're covered by Medicaid, but I, unfortunately, don't have any opportunities for myself. We rely on food stamps. Today, you voted to approve millions of dollars in Executive Compensation, while my co-workers and I have to fight with low-paying contractors you hire in order to have decent working conditions and just to try to make it so I don't have to work 2 jobs. Do you really want to run a company where you depend on exhausted, underpaid workers who serve your passengers and who are forced to fight every day for fair, decent working conditions?

William Douglas Parker

Thank you. And again, you are employed by some of that service for America, I understand, for Fort Lauderdale. But my comments are the same as to your colleagues. We respect your right to organize and wish you luck in that effort and appreciate you being here. Yes, from the back.

Unknown Attendee

Kelly Sullivan.

William Douglas Parker

Kelly, you have a microphone?

Unknown Attendee

Kelly Sullivan. There's a lot of discussion in the media about bringing together 2 seemingly different cultures as part of this merger. Can you give us an update on your approach to that and how you're seeing that work through the integration process?

William Douglas Parker

Yes, thank you. Indeed, what we're finding is the cultures of American and U.S. Airways, while management culture may be somewhat different, for the vast majority of the employees or not management, the culture is a very similar, people that want to run an airline, who like -- who want to work at the best airline in the world, at both American and U.S. Airways, people that care about safety, people that care about delivering great customer service and people that love commercial aviation. And that is great to see and something we certainly can and plan build up. As to management cultures, this is what's different, as is always in the case of -- and that is often the case in mergers. There is different companies and different teams and their styles, but that will change over time. What I know is, while style may be different, the level of competency at both airlines, in both teams is phenomenally high. There are great people in American, great people in US Airways management. And when we put those teams together, we're going to have the best team in the industry, as I said my opening remarks. And what I also know is that the teams are working exceptional well together. So while there may be style differences, people are figuring out how to work together even though we come about in different way. We had some very nice news couple of weeks in Dallas with teams reporting out on how the integration work is going, and as I reported to our board yesterday, if you had been there, you wouldn't have been able to tell the difference between an American employee and the US Airways employee. They're just -- they're completing each other's sentences and working together and reaching out to each other and asking for help and it's great to see. So the teams are coming together really nicely. I'm really happy about it and look forward to having the best people in the business. Thanks, Kelly.

Anyone else? Yes, sister? I'm sorry. You need a mic.

Unknown Attendee

I'm Sr. Kathlyn Call [ph] at Sisters of St. Joseph, Philadelphia, and I represent Catholic Health East or -- we are now in merger, so we are now Catholic Health Trinity Inc. And I came here to really -- I meant to say we're also members of the Interfaith Center on Corporate Responsibility. And a couple of years ago, I began writing to the company around the issue of human trafficking. And for a couple of years, there wasn't much of a response. But since then, there has been great response from the company for which I am grateful for, and I thank the company for that response and for the offer of continuing working with us on this issue, as we all are aware that it is a major issue, not just in other countries, but in our own country. So I came here to thank you and to thank the company and to think Steve Johnson for his work with us. And I also would like to recognize the concerns of the workers who just spoke, and I echo their concern and hope they will be responded to justly. Thank you.

William Douglas Parker

Thank you, Sister. Thank you for the kind words about our response and about Steve, and thank you for all the great work you do. We appreciate it. Yes?

Unknown Shareholder

Good morning, Mr. Parker. My name is Jim White, a shareholder based in Philadelphia. I have a construction companies in about 58 states, so I do a lot of traveling on your airline. And I just want to commend you for selecting Philadelphia to stay as a hub for your combined airline. It means a great deal to our area. I've traveled to St. Louis, I've traveled to Pittsburgh, I've traveled to other non-hub cities and have seen what a difficulty that can be in addition to the jobs that use the airline provides, so thanks for the good financial performance, the safety record, the improvement on time performance, the bag-tracking feature and the Gogo in-flight internet access. All those things help us to stay more productive on the road, so thank you.

William Douglas Parker

Well, thank you very much, Jim. I appreciate it. You need not thank us for our commitment to Philadelphia. We do that because it's a -- we do well there and we love the city and we love being the largest carrier there. Our hub is -- does well for US Airways. We'll do even better as part of the larger network in America and we're asked excited about it. And it'll -- this merger will be great for Philadelphia, for the state of Pennsylvania, actually, for everyone we serve, of course. Just make that hub, which is -- for which, again, is good for Philadelphia and also good for US Airways, and we'll just make that the hub stronger as part of a stronger American Airlines. So we're looking forward to a continued relationship with the city. Thank you, Jim. Yes, sir?

Unknown Attendee

My name is Abrahamin Gunsame [ph]. I work for Boston, Boston Logan Airport for a subcontractor named Superior Aircarf Service. I provide [indiscernible] electrical and a wheelchair agent service for US Airways. I have worked at the airport almost 2 years. I make $6.50 or $8 an hour, depending on the job. When I provide wheelchair service, I'm paid less than minimum wage and are forced to rely on tips, and there are some days, when I don't receive any tips. I have to work a total of 2 jobs with different contractors at the airport to make ends meet. In my time, at superior, I have seen many people come and go. They turnover is unbelievable. Only those who are stable just stay long. And turning over isn't just problem for U.S. Airways, it's problem for your business. Is high turnover good for US Airways financial health?

William Douglas Parker

Again, thank you for being here. High turnover, clearly, is not good for financial health. It's not something we like to have at US Airways and something we do not -- we don't like to see in our contractors. So I reiterate my comments that we wish you luck in your efforts to organize and support your efforts. Anyone else?

Okay. Well, if there is nothing else, I do want close by thanking this group of directors in front of me. Given the vote that has transpired, it certainly appears this is going to be the last Annual Shareholders Meeting of US.Airways. And I want to use this opportunity to publicly thank this outstanding Board of Directors, Matt Hart, Denise O'Leary, Rich Kraemer, George Philip, Cheryl Krongard, Bruce Lakefield and Bill Post. They have been phenomenal supporters of our shareholders, have been great support to me and the team and have been, as I say, just great stewards of our shareholders' interest, and we really very, very much thank you, all, very much and for all that you've done. We couldn't have done this without you. You served our shareholders extremely well. I'm very proud to have worked with them, and I think you all should be very proud to have them as your directors. We are adjourned. Thank you, all, very much.

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