YankeesFan
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AA & US Begin Merger Talks Part 2

Sun Sep 09, 2012 11:59 pm

Continue discussion from AA & US Begin Merger Talks (by MountainFlyer Aug 31 2012 in Civil Aviation) here.

Enjoy!
I hope you stand by your promises Obama. I will be really mad if you don't
 
justplanenutz
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RE: AA & US Begin Merger Talks Part 2

Mon Sep 10, 2012 2:32 pm

Honest question: from AA's creditors perspective, what is to be gained from merging prior to AA exiting BK? US and AA are the last two still at the merger dance, so what is the rush?

I understand that for US:
1) BK is US's best chance to be the acquirer rather than the acquired
2) Getting agreements with AA's unions when AA cannot is the best strategy to effect #1
3) AA's unions want the best deal they can get, which is with US due to #1 & 2

But from AA's creditors perspective:
1) Assets rarely sell at a premium during BK
2) No US liabilities can be shed through AA's BK
3) There appear to be few if any AA liabilities that US would want AA to shed in BK that it is not already

So, wouldn't a deal like the NW/CO Golden Share make more sense for AA:
1) US minority equity stake in AA, and possibly AA in US (with approval rights over any mergers)
2) US OW membership
3) Broad code-sharing agreement (under the APA term sheet, AA can place its code on pretty much the entire US network)
4) Reciprocal FF agreements
5) AA could then focus on the substantial restructuring issues it faces and later pursue the merger on its own terms
6) US could focus on completing the HP merger, fully integrating its own workforce before attempting another.

The only arguments I can see for a merger now rather than later are:
1) Labor might burn AA down by then
2) Parker is the only choice as CEO (not just better than Horton, who the creditors can replace if they want to)

What am I missing?

[Edited 2012-09-10 07:35:10]
 
ckfred
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RE: AA & US Begin Merger Talks Part 2

Mon Sep 10, 2012 3:37 pm

Basically, the unions no longer trust AA management, and they see Parker as someone who will correct the problems that have plagued AA for the last 10 years or so.

Here's is what I don't understand. A know a few AA employees, current and retired. They had a love-hate relationship with Bob Crandall. He could irritate the employees to no end, but no one could argue that AA was an innovative carrier that expanded and made money.

On the other hand, every CEO since (Don Carty, Gerard Arpey, and Tom Horton) has not been been as successful as Crandall, despite the fact that they rose through the ranks at AA, when Crandall was CEO. A business school professor would say that some corporate cultures create people who can run the business, or other businesses.

McDonald's has had several very good CEOs who have come up through the ranks. Some of them litterally started working in a store after school, flipping burgers. GE also has a reputation for grooming managerial talent that either works their way up the ladder at GE or moves on to successful careers at other companies.

So, if AA hasn't had luck with CEOs who came up through the ranks, why would they want another CEO who got his start at AA, namely Doug Parker?

If the pilots wind up with some variation of the T/A they voted down, they will have 13.5% of the stock. The F/As will get 3%. I'm assuming that the TWU work groups are getting some stock. Together they will have close to 20% of the new AMR.

You have to assume their are creditors who aren't fans of Horton, but aren't looking to merge with US, either in BK or immediately upon exit. They would probably be willing to work with the unions to set up a board of directors who will replace Horton and his senior management team with a new team of executives with no history at AMR/AA.

Then AA can get its fresh start before looking at a possible merger with US or anyone else.
 
PHX787
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RE: AA & US Begin Merger Talks Part 2

Mon Sep 10, 2012 5:33 pm

Quoting justplanenutz (Reply 1):
2) No US liabilities can be shed through AA's BK

Woah would this mean PHX?

Quoting justplanenutz (Reply 1):
2) Parker is the only choice as CEO (not just better than Horton, who the creditors can replace if they want to)

Here's the thing- can the creditors replace Parker?
Does AA's management want Parker running the show?
What do the unions think of Parker?
What about the current US employees, unions, etc think of DP?

(these are questions I have, and they're not rhetorical)
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justplanenutz
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RE: AA & US Begin Merger Talks Part 2

Mon Sep 10, 2012 5:39 pm

Quoting ckfred (Reply 2):
Basically, the unions no longer trust AA management, and they see Parker as someone who will correct the problems that have plagued AA for the last 10 years or so.

I guess I am a cynic that anything would be different with AA's unions and Parker. Parker knows the unions are his best route to gain control of AA and the unions see Parker as a way to mitigate their losses from BK--it is a marriage of convenience. IMO, it would be a very short honeymoon.

Quoting ckfred (Reply 2):
So, if AA hasn't had luck with CEOs who came up through the ranks, why would they want another CEO who got his start at AA, namely Doug Parker?

And, if the AA's owners (currently its creditors) want a new CEO, they don't need a merger to find one. Head hunters are a lot cheaper than M&A lawyers.

Quoting ckfred (Reply 2):
The F/As will get 3%.

I read the APFA FAQ on the stock grant, and they plan to distribute it immediately to their members, many of whom likely will quickly sell. Presuming the other unions do as well, it doesn't seem like the equity will be much of a bargaining chip post-BK.
 
iFlyLOTs
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RE: AA & US Begin Merger Talks Part 2

Mon Sep 10, 2012 5:48 pm

I think that I'm with the small group of people who think that post BK AA should get an all new CEO, someone from another airline (WN, B6, VX, AS or HA). They need someone who has ambition, and comes from a position in an airline that
1. Knows how to treat their customers well and
2. Knows how to run a still profitable airline.

[Edited 2012-09-10 10:49:14]
"...stay hungry, stay foolish" -Steve Jobs
 
milesrich
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RE: AA & US Begin Merger Talks Part 2

Mon Sep 10, 2012 6:00 pm

Quoting justplanenutz (Reply 1):
So, wouldn't a deal like the NW/CO Golden Share make more sense for AA:

Yes, that worked really well for both Northwest and Continental didn't it.
 
justplanenutz
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RE: AA & US Begin Merger Talks Part 2

Mon Sep 10, 2012 6:05 pm

Quoting PHX787 (Reply 3):
Woah would this mean PHX?

While the merged airline could certainly reduce/close its hub there, but it wouldn't be able to dump lease obligations the way AA is during BK.
Quoting PHX787 (Reply 3):
Here's the thing- can the creditors replace Parker?

AA's creditors could demand anyone as a CEO as a condition to accept a merger, but they can't do anything to Parker short of that. If he is AA CEO post/BK-Merger, stockholders can fire him, though that is a difficult process often.
Quoting PHX787 (Reply 3):
Does AA's management want Parker running the show?

Unlikely, though Horton did move on after from AT&T after arranging the SW Bell merger. I guess how golden the parachute might be would determine that.
Quoting PHX787 (Reply 3):
What do the unions think of Parker?

See above.
Quoting PHX787 (Reply 3):
What about the current US employees, unions, etc think of DP?

This I don't really know. The old US employees should think he walks on water--they were days/weeks from liquidation when HP rode to the rescue. Yet, they are the ones opposing integration.
 
justplanenutz
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RE: AA & US Begin Merger Talks Part 2

Mon Sep 10, 2012 6:10 pm

Quoting milesrich (Reply 6):
Yes, that worked really well for both Northwest and Continental didn't it.

It worked fine for NW, didn't it? They only lost their golden share in CO when they merged with DL. Continental never had a golden share of NW's.
 
PHX787
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RE: AA & US Begin Merger Talks Part 2

Mon Sep 10, 2012 6:14 pm

Quoting justplanenutz (Reply 7):
While the merged airline could certainly reduce/close its hub there, but it wouldn't be able to dump lease obligations the way AA is during BK.

Thanks for the response.

So in the worse case scenario, PHX could end up having shells of terminals like CVG due to lease obligations   
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OzarkD9S
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RE: AA & US Begin Merger Talks Part 2

Mon Sep 10, 2012 7:35 pm

If US is the acquirer, they keep their beyond perimeter slots at DCA for PHX and LAS. If AA acquires US, those go back to the pool with no guarantee they are allocated to the new AA. Hardly a major sticking point but still food for thought, two major operations forced back to one-stop/connection status.
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delta88
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RE: AA & US Begin Merger Talks Part 2

Mon Sep 10, 2012 7:57 pm

I honestly hope that if U.S decides to takeover AA, maybe this will turn out like Air France/KLM or British Airways/Iberia, where both Airlines, liveries, unions, ETC are kept but one Company owns both, i mean U.S Airways would be able to gain in Europe with AALs vast fleet of long haul aircraft. Its only a wild Guess, but i think by the end of the year They will be One Airline, question is who owns it and does AA have a chance to stay its own
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AA94
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RE: AA & US Begin Merger Talks Part 2

Mon Sep 10, 2012 8:02 pm

Quoting justplanenutz (Reply 1):

  

Exactly. The deal, at present, significantly benefits only one side of the entity: US.

AA is in bankruptcy. It happens. If they emerge from BK and things tank again, or they aren't able to correct their financial problems, then I see the US deal becoming more of a possibility. But every legacy in this country has gone through bankruptcy. That doesn't bring about a need to merge immediately.

Quoting justplanenutz (Reply 4):
I guess I am a cynic that anything would be different with AA's unions and Parker. Parker knows the unions are his best route to gain control of AA and the unions see Parker as a way to mitigate their losses from BK--it is a marriage of convenience. IMO, it would be a very short honeymoon.

  

Parker is trying to find the easiest way to get access to AA, and the disgruntled employee unions have provided him with a perfect avenue in.

Quoting justplanenutz (Reply 4):
And, if the AA's owners (currently its creditors) want a new CEO, they don't need a merger to find one. Head hunters are a lot cheaper than M&A lawyers.

  

At present, US needs AA a lot more than AA needs US, and I'm sure that both Parker and Horton both recognize that.
If you can't take the heat, you best get out of the kitchen
 
ElGrandeB777CA
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RE: AA & US Begin Merger Talks Part 2

Mon Sep 10, 2012 8:12 pm

USAir is looking at the liquidity of the assets of AMR in the future to keep positive cash flow over time...Not the routes or operation...When has flying airplanes with passengers ever made money for an airline...EASTERN, PAN AM, TWA, CONTINENTAL, PIEDMONT, NORTHWEST...And others...Part of the bottom line is who has the most cash to burn the longest will survive...American waited too long to file chapter 11...It's not if you can outrun the bear...Just outrun the others that the bear is chasing...
 
silentbob
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RE: AA & US Begin Merger Talks Part 2

Mon Sep 10, 2012 10:51 pm

Quoting justplanenutz (Reply 1):
Honest question: from AA's creditors perspective, what is to be gained from merging prior to AA exiting BK? US and AA are the last two still at the merger dance, so what is the rush?

The sooner you implement the "final" long term strategies, the better off the company will be. If the plan is for US to acquire, then doing so now will result in benefits being realized more quickly. You also have major changes going on now, far better to make them all at once than some now and some 12-18 months from now.

Quoting delta88 (Reply 11):
I honestly hope that if U.S decides to takeover AA, maybe this will turn out like Air France/KLM or British Airways/Iberia, where both Airlines, liveries, unions, ETC are kept but one Company owns both,

That doesn't make any sense financially. If it wasn't for the fact that AF and KLM are from different countries, only one of the names would be in use at this point.

Quoting justplanenutz (Reply 7):
This I don't really know. The old US employees should think he walks on water--they were days/weeks from liquidation when HP rode to the rescue. Yet, they are the ones opposing integration.

There is am amazing amount of amnesia and delusional thinking among those employees. Many still think that someone else would have swooped in at the last minute or that they would have managed to turn things around.
 
HPRamper
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RE: AA & US Begin Merger Talks Part 2

Tue Sep 11, 2012 12:44 am

Quoting OzarkD9S (Reply 10):
If US is the acquirer, they keep their beyond perimeter slots at DCA for PHX and LAS. If AA acquires US, those go back to the pool with no guarantee they are allocated to the new AA. Hardly a major sticking point but still food for thought, two major operations forced back to one-stop/connection status.

Didn't HP keep the US certificate?

Quoting silentbob (Reply 14):
There is am amazing amount of amnesia and delusional thinking among those employees. Many still think that someone else would have swooped in at the last minute or that they would have managed to turn things around.

  
The situation at US then made the AA situation now look like rainbows and daisies. Nobody else wanted any part of US and without an acquisition they had a zero point zero chance of making it out of bk.
 
ckfred
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RE: AA & US Begin Merger Talks Part 2

Thu Sep 13, 2012 10:56 pm

My wife is flying UA today, LAS-ORD, and let me tell you what happened. I sent her a text, after I saw that her flight was delayed, because the inbound flight from EWR had gone tech.

Then, they decided to have an inbound flight from SFO work the departure to ORD, while the inbound flight from EWR would work a later departure to ORD.

So, her 2:25 departure was pushed back to 3:40.

Then, around 1:30 PT, the 3:40 departure was pushed back to 6:30. I looked at the UA web site and the LAS web site and couldn't see any problems with the arrival from SFO.

Twenty minutes later, they reposted her departure back to 3:40. My wife asked an agent why the changing of schedules, and he blamed the computer. He said that the merging of systems with CO was still not "bug-free".

And you AA employees want to go through this situation, or even worse, with US?

My has decided that, despite her company requiring her to travel on UA, she will just book AA and not submit the ticket on her expense report. That's how fed up she is with UA, even though she hasn't had a business trip in more than 2 years.

If she's this irked with UA, think how mad people will be with AA, after US screws up trying to get everything to work as one carrer.

I would rather have Horton mismanaging AA and irritating the employees than Parker screwing up AA and dragging it down to US's level.

Just a bit of venting.
 
HPRamper
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RE: AA & US Begin Merger Talks Part 2

Fri Sep 14, 2012 12:43 am

Quoting ckfred (Reply 16):
If she's this irked with UA, think how mad people will be with AA, after US screws up trying to get everything to work as one carrer.

I would rather have Horton mismanaging AA and irritating the employees than Parker screwing up AA and dragging it down to US's level.

Just a bit of venting.

It happens with basically every airline merger. I don't see why AA and US need to be singled out for a vent like that especially as a result of an anecdotal experience with UA/CO.

You are saying US will screw up a combined carrier (a guess) and saying what AA is doing to employees is "irritating" them. Understatement of the year there.
 
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crj900lr
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RE: AA & US Begin Merger Talks Part 2

Fri Sep 14, 2012 1:20 am

Quoting ckfred (Reply 16):
And you AA employees want to go through this situation, or even worse, with US?


If she's this irked with UA, think how mad people will be with AA, after US screws up trying to get everything to work as one carrer.

I would rather have Horton mismanaging AA and irritating the employees than Parker screwing up AA and dragging it down to US's level.

So your 100% sure that it is going to happen like this huh? You may want to do some research before gaurenteeing something like this.
 
dcann40
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RE: AA & US Begin Merger Talks Part 2

Fri Sep 14, 2012 1:36 am

It might be appropriate for me to remind everyone here that AA, unlike every other airline that entered bankruptcy proceedings, did not need debtor-in-possession financing due to the amount of cash it had on hand.

AA had its reasons for going into bankruptcy, shedding contracts and getting rid of leases are two of them, but its financial situation was nowhere near as dire as the other legacy carriers that preceded it into bankruptcy proceedings.
 
TWA85
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RE: AA & US Begin Merger Talks Part 2

Fri Sep 14, 2012 6:40 pm

What are the odd of this merger actually happening now that AA has obtained consensual agreements with the TWU and APFA and the BK judge has approved AA's 1113c term sheet? It appears that when the APFA and TWU ratified their TA's, they lost the ability pressure AA into merging with another carrier. Also now that the BK judge has approved AA's 1113c term sheet, US will most likely undercut the terms of the term sheet in order to make a merger offer more attractive than AA's stand alone plan. Arguing the need for AA to merge with US to be competitive with UA and DL is becoming much harder now, as AA is already a revenue leader and their costs are continuing to come more in line with DL and UA.
 
HPRamper
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RE: AA & US Begin Merger Talks Part 2

Fri Sep 14, 2012 7:01 pm

Quoting TWA85 (Reply 20):
What are the odd of this merger actually happening now that AA has obtained consensual agreements with the TWU and APFA and the BK judge has approved AA's 1113c term sheet?

US/Parker probably can no longer promise to stand by their agreed-upon terms with the unions. I feel that the 1113c proceedings have hurt the merger chances, while at the same time creating an even more toxic environment at AA at least among the pilot group. US may be better off just keeping their distance now for a while.
 
Byrdluvs747
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RE: AA & US Begin Merger Talks Part 2

Sat Sep 15, 2012 5:38 am

Quoting TWA85 (Reply 20):
It appears that when the APFA and TWU ratified their TA's, they lost the ability pressure AA into merging with another carrier.

Thats something I'm not clear on. Are the FA and MX unions now legally bound to approve AA's BK emergence plan when voted on by the UCC? Can they turn around and vote no even though approving their contract?
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AAplat4life
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RE: AA & US Begin Merger Talks Part 2

Sat Sep 15, 2012 12:09 pm

Quoting HPRamper (Reply 21):
I feel that the 1113c proceedings have hurt the merger chances, while at the same time creating an even more toxic environment at AA at least among the pilot group. US may be better off just keeping their distance now for a while.

At this point US has agreed not to do any further negotiations with the AA employees. But from the perspective of a reorganization, a merger would improve the chances of better labor relations with the pilots. Of course, there is no guarantee.

The pilots will have a 13% stake in a reorganization AMR, but only if they reach a consensual contract. This could be worth about $1B. They now have a game of chicken to play: are the pilots going to give this up by having a contract imposed on them because they oppose reorganization without a merger or are the creditors going to approve a reorganization without a merger and proceed with an ownership interest in AMR with a very, very angry group of pilots. Assuming that the merger can be done on financial terms favorable to the pilots, I think that is the way forward.
 
dcann40
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RE: AA & US Begin Merger Talks Part 2

Sat Sep 15, 2012 6:58 pm

Quoting TWA85 (Reply 20):
What are the odd of this merger actually happening now that AA has obtained consensual agreements with the TWU and APFA and the BK judge has approved AA's 1113c term sheet?


About the same as prior. Zero. Unless AA decides to become te acquirer.
 
rj777
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RE: AA & US Begin Merger Talks Part 2

Sat Sep 15, 2012 7:06 pm

I guess this is gonna be another one of those let's just wait and see what happens kind of scenarios.
 
TWA85
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RE: AA & US Begin Merger Talks Part 2

Tue Sep 25, 2012 7:43 pm

Are there any new updates? Do the airlines plan to begin actual merger discussions anytime soon?
 
Bobloblaw
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RE: AA & US Begin Merger Talks Part 2

Tue Sep 25, 2012 7:51 pm

Quoting ckfred (Reply 2):
Basically, the unions no longer trust AA management,

They never did

Quoting ckfred (Reply 2):
they see Parker as someone who will correct the problems that have plagued AA for the last 10 years or so.

Theyll hate him within 12 months

Quoting ckfred (Reply 2):
So, if AA hasn't had luck with CEOs who came up through the ranks, why would they want another CEO who got his start at AA, namely Doug Parker?

Excellent point

Quoting iFlyLOTs (Reply 5):
I think that I'm with the small group of people who think that post BK AA should get an all new CEO, someone from another airline (WN, B6, VX, AS or HA). They need someone who has ambition, and comes from a position in an airline that
1. Knows how to treat their customers well and
2. Knows how to run a still profitable airline.

How about a nonairline person?

Quoting justplanenutz (Reply 7):
AA's creditors could demand anyone as a CEO as a condition to accept a merger

Creditors can demand anything they want, doesnt mean theyll get it. I am struck at how people on A.net think the creditors run the show, they dont.
 
silentbob
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RE: AA & US Begin Merger Talks Part 2

Tue Sep 25, 2012 7:59 pm

Quoting Bobloblaw (Reply 27):
How about a nonairline person?

I think the airline business is so different that you would need to be very careful bringing someone without airline experience. The current MBA philosophy that anything can be managed with the same process of cutting costs to the bone for short term benefit/profit, often at the expense of long term stability, is a large part of what has crippled the US economy. The best place for a non-airline person is reforming the customer facing employees and standards of any of the legacy airlines. None of them have really done well with managing their PR and public perception in recent years.
 
iFlyLOTs
Posts: 493
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RE: AA & US Begin Merger Talks Part 2

Tue Sep 25, 2012 8:48 pm

Quoting Bobloblaw (Reply 27):
How about a nonairline person?

Maybe, but I was thinking someone from a B6 or WN background. Someone that hasn't run the airline, but has been high up in the airline. Maybe someone from DL? I also think that they'll need a new Board of directors, people that actually know the airline/travel/customer service industry.
"...stay hungry, stay foolish" -Steve Jobs
 
Bobloblaw
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RE: AA & US Begin Merger Talks Part 2

Tue Sep 25, 2012 8:54 pm

Quoting silentbob (Reply 28):
The current MBA philosophy that anything can be managed with the same process of cutting costs to the bone for short term benefit/profit,

The problem with airlines is MBAs.
 
Tan Flyr
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RE: AA & US Begin Merger Talks Part 2

Tue Sep 25, 2012 8:56 pm

I think the experiences at :
UA... with Tilton and earlier Ferris
EA.....with Frank Borman (yes Aeronautical, but not airline)
PA.... well where do we start
TWA ( in earlier Years, wasn't Tillinghast from the Food Service/ Hotel business?) was it Meyer that spent all teh cash buying hardee's and Canteen Corp?


The point was made by the last 2 posters..you gotta have someone that has "had jet-A on their hands" per se.

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