全美航空并购案中的工会博弈

    当初，工会组织代表破产后的美航公司（American Airlines）同意了全美航空公司（US Airways）的收购要约，现在他们可能后悔不已。毕竟全美航空的规模小于美航，自身也面临严重的劳工问题，因此对于美航的员工们来说，比起和老东家一起坚持到底，与这样一家航空公司进行并购可能更加痛苦。围绕美航工会组织与全美航空的协议仍然存在诸多疑问，因此，工会组织的举措似乎只是为了在与美航公司管理层进行工资、福利和退休金谈判时，多一些讨价还价的筹码，而不是真的要背叛老东家。然而，现在这场谈判已经演变成一场高风险的博弈游戏。

    目前，美航管理层尚未表态。但最终，他们可能要向员工和退休人员让步，并寻找其他途径来缩减开支，才能让并购谈判顺利推进。否则，支持一家与员工存在对立情绪的航空公司可能会让美航的债权人感到不安，最终导致他们转而支持全美航空。

    美航公司三个主要工会组织均宣布支持全美航空的或有收购要约，这个事态的发展在航空行业引起了极大震动。劳工问题将成为争夺美航控制权的核心，这一点不足为奇。毕竟，居高不下的劳动力成本才是迫使这家公司倒闭的主要原因。美航公司的劳动力成本相当于其收入的28%，在目前美国的大型航空公司中排在首位。达美航空（Delta）、联合航空（United）和全美航空的劳动力成本分别仅占公司收入的18%、20%和17%。这一巨大的成本劣势意味着美航每年需要比同行业公司多支付约6亿美元的工资。

    多年以来，美航的管理层一直试图与公司工会组织达成新协议，将公司劳动力成本降低到行业水平。然而，由于工会组织不愿意放弃丰厚的津贴和退休金，因此协议未能达成。而在上周的分析师电话会议上，全美航空表示，他们轻而易举就与美航的工会组织达成了协议。协议内容包括在并购之后，每年只需削减8亿美元劳动力成本，届时，美航的员工工资和福利将与行业标准持平。

    该协议比美航9亿美元的劳动力成本削减方案少了约1.9亿美元。美航的方案计划裁撤13,000个岗位，而根据全美航空披露的方案，其中“至少”6,200个岗位将得以保留。全美航空还保证，并购之后的协同效用每年可以额外产生12.5亿美元收入，几乎相当于美航目前计划削减的12亿美元。

    外界很难预测这些收入将从何而来，全美航空也并未明确说明。不过它倒是列举了过去几年中合并的其他航空公司。通过选择合并，而不是继续作为独立的实体，这些新航空公司获得了新近合并公司净收益约6%至7%的份额。

    然而并购也会产生许多令人头痛的问题，尤其是劳工问题，他们通常都是并购交易中蒙受损失的群体。并购一家航空公司最痛苦的事或许就是整合员工尤其是飞行员的年资表。全美航空对此深有体会。因为虽然从它并购美国西部航空（America West）至今已经过去了长达七年的时间，但它目前仍在吃力地合并两家公司的年资表。所以，虽然全美航空表面看来是一家完整的公司，但实际上仍在像两家公司一样运营，原属全美航空和美国西部航空的飞行员和机组人员还是只能使用原先公司的飞机。这导致全美航空无法充分利用其航班运力，据公司管理层披露，公司每年为此承受的损失高达1,000万美元。

    The unions representing bankrupt American Airlines may come to regret agreeing to hook up with US Airways. Merging with a smaller carrier that has its own severe labor troubles looks far more painful and disruptive to American employees than would be the case if they just stuck it out with their current bosses. Given all the question marks surrounding this pact, the unions' move here looks more like a bargaining tactic than an earnest defection in what has become a high stakes game of chicken with American management over wages, benefits and pensions.

    For now, American management isn't blinking. But eventually they may need to be a little bit more accommodating to their employees and pensioners and look for cuts elsewhere if they want to put all this merger talk to bed. If not, American's creditors could start feeling nervous about supporting an airline with a hostile workforce and end up siding with US Airways by default.

    American Airlines' three main labor unions support a tie up with US Airways (LCC), a development that came as a bit of a shock to many in the airline industry. But it was no surprise that labor would be at the center of the battle for control of American -- after all, it was the airline's high labor costs that forced it into bankruptcy in the first place. American's labor cost is equivalent to around 28% of its revenue, the highest of any major airline operating in the U.S. today. That compares with Delta (DAL), United (UAL) and US Airways where labor costs are 18%, 20% and 17% of revenue, respectively. This huge cost disadvantage meant that American paid annually around $600 million more in wages compared to its peers.

    American management had tried for years to come to an agreement with the unions for a new contract that would bring labor costs in line with the rest of the industry but failed as the unions didn't want to let go of their juicy perks and fat pensions. But US Airways revealed on a conference call with analysts last week that they were able to effortlessly come to an agreement with American's unions, which would involve slashing just $800 million off American's annual labor bill in a merger. They noted that this would put American workers pay and benefits in line with industry standards.

    The agreement would be around $190 million less than the $990 million American tentatively plans to cut in labor costs. US Airways says its plan saves "at least" 6,200 positions out of the 13,000 positions American plans on cutting under its plan. It promised that the synergies created in a merger would yield $1.25 billion in additional revenue each year, which would be roughly equal to the $1.2 billion in cuts American has proposed so far.

    It's hard to say where all these savings would come, and US Airways didn't specifically say. What it did say is that other airlines that have merged in the recent past have netted a gain as much as 6% to 7% of the newly combined carrier's revenues by choosing to merge rather than remain stand alone entities.

    But merging also creates a lot of headaches for airlines, especially for labor, which usually comes out the loser in any deal. Probably the most painful part in merging an airline is dealing with integrating seniority lists among its employees, especially its pilots. US Airways knows this all too well as it is still trying to merge its seniority lists seven years after its merger with America West. So while the public sees US Airways as an integrated unit, it actually must operate as two separate carriers in which legacy US Air pilots and flight attendants can only fly on legacy US Air planes and legacy America West pilots and flight attendants can only fly on legacy America West planes. This prevents US Airways from achieving maximum fleet utilization that management says costs the airline $10 million a year.