dissenting in part.
I respectfully dissent. The ultimate decision to transfer, in the public interest, the three certificates involved in the multi-route proceeding, No. 91-1916, is not supported by substantial evidence. I am especially concerned with the transfer of TWA’s New York-to-London route. There is not just a dearth of evidence with regard to the propriety of this move, the proof actually points the other way.
I agree with the analysis of governing statutes made by the majority. I am in specific agreement that the 1990 amendments to 49 U.S.C.App. § 1371(h) require the DOT to pay particular attention to the effect of its actions upon “competition in the domestic airline industry.” 49 U.S.C. App. § 1371(h)(3)(B). See also id. at § 1302(a)(4) (public interest considerations include placing maximum reliance on actual and potential competition).
Domestic competition is, of course, not the only factor to be considered. It is, however, a very important one.
Much is made by the DOT, the parties and the majority about the continuing viability of TWA. In my view, this issue is only a sub-set of a larger question — how will the DOT action affect domestic air travelers? In other words, TWA’s inevitable demise under the scenario approved by the DOT is not important except that it is certain to have a damaging impact upon “competition in the domestic airline industry.”
The record reflects the condition of the industry. Three major airlines, Pan American, Continental and Midway, are under the protection of bankruptcy courts in Chapter 11 proceedings. Braniff and Eastern are gone. Several other regional carriers are in financial disarray. To sentence TWA to death when a DOT goal should be maintenance of domestic competition is unfortunate, if not an abuse of discretion. In any event, it is into this state of the industry that we must make our analysis of the evidence underlying the DOT’s conclusions.
The DOT has determined that TWA will be viable after transferring the New York-to-London route, and, at least inferentially, that the transfer will not unduly harm domestic competition. The DOT did not independently verify, based on a fully devel*1545oped record, that transferring TWA’s New York-to-London route is in the public interest. Instead, the DOT deferred to TWA’s opinion that transferring the route is necessary to TWA’s viability. Application of American Airlines, Inc. and Trans World Airlines, Inc., No. 91-4-47, at 28 (DOT April 24, 1991) (hereinafter cited as Order) (“the record [gives] us no basis to second-guess the judgment of TWA’s management that the transaction [is] necessary for the carrier’s continuing viability”). However, as indicated, the DOT’s decision that TWA will be a viable carrier after selling the New York-to-London route is not supported by substantial evidence. The proof, as also indicated, supports a contrary conclusion.1
The evidence of record indicates the destructive consequences to TWA of transferring this route. Transferring the New York-to-London route will reduce profits from TWA’s international flights and further reduce TWA’s domestic revenues. TWA’s New York-to-London route is the most valuable route TWA owns; it produces profits which greatly exceed any of its other routes, international or domestic. Confidential App. of Petitioners at 28. Revenue from this route, and other profitable international routes, are used to offset losses from TWA’s domestic flights. See Order at 28; App. of Petitioners at 59. The record establishes that TWA, without the profit from its New York-to-London business, will not be capable of generating sufficient revenue from its remaining routes, domestic and international, to continue future operations, especially when you consider that TWA will no longer have profits from the three additional London routes to be transferred. See, e.g., Confidential App. of Petitioners at 9 (former TWA vice president stating that “selling TWA’s London routes would leave the remaining airline doomed to lose money”); see also id. at 42-45.
In addition to reducing international profits, the record indicates that transferring TWA’s New York-to-London route will also negatively impact TWA’s domestic revenues. TWA is the largest carrier at New York’s JFK airport and TWA has more online connecting flights at JFK than any other carrier. App. of Petitioners at 25-26. TWA’s online system “feeds” traffic from its domestic flights to its international flights, and thereby increases revenues on TWA’s domestic runs. With the transfer of TWA’s New York-to-London route, TWA will lose domestic revenue because of declining traffic on TWA’s domestic flights to connecting international flights at JFK. Confidential App. of Petitioners at 38. Moreover, TWA will lose additional domestic revenue from the disruption of its JFK online system as a result of declining travel by frequent flier program members. Id. at 35, 37.
Although the sale of these routes may produce an influx of capital for TWA, 445 million dollars, the sale is, at bottom, the exchange of valuable routes necessary to TWA’s future for essentially worthless debt. The New York, Boston and Los An-geles-to-London routes produced an operating profit in 1990 of 136 million dollars; the New York-to-London route alone produced 82 million dollars. Confidential App. of Petitioners at 28. TWA’s net losses for the same year, while running the three London routes, totalled 237 million. Order at 28. Even if transferring the three London routes will reduce TWA’s debt by 1.37 billion, as contemplated by TWA’s plan referenced by the majority, TWA will lose an income stream of at least 136 million dollars per year. Without the 136 million dollars, TWA’s losses in 1990 would have been at least 373 million dollars, the net *1546losses of 237 million added to the lost profits from the three London routes of 136 million dollars. Even without the 1.37 billion debt load, large losses will no doubt be incurred in future years. Under current circumstances, it does not appear that TWA will be able to return to an operating-profit without at least the profits from the New York-to-London route. It is difficult to see how selling TWA’s most valuable routes will produce a healthier TWA in light of the losses experienced while operating the routes.2
The DOT’s conclusion to transfer the New York-to-London route is also inconsistent with its decision not to transfer TWA’s St. Louis-to-London route and thus arbitrary. The DOT’S reasons for finding that a transfer of the St. Louis-to-London route is counter to public interest apply equally to TWA’s New York-to-London holding. The DOT determined that the public interest will be best served by TWA’s retention of the St. Louis-to-London route because “St. Louis is an established TWA hub, at which TWA provides 83 percent of the total flights [and] [n]o carrier other than TWA can proffer an equal or superior competitive influence on the U.S.-U.K. market from St. Louis.” Order at 18. However, New York’s JFK airport is also an established TWA hub. TWA is the largest carrier at JFK, and has more online flights from JFK than other carriers, including American. App. of Petitioners at 25-26 (TWA has 41 online flights from JFK, whereas American has only 32). Thus, TWA provides the strongest competitive influence from New York’s JFK to London. Indeed, TWA’s own documents indicate that TWA can be more competitive than American in New York-to-London flights. Compare Confidential App. of Petitioners at 28 with id. at 31.3
Finally, there is no evidence of record establishing TWA’s intended use of the proceeds from transferring the London routes at issue. Although TWA’s use of the proceeds may ultimately determine its viability, the DOT did not require TWA to submit a business plan setting forth TWA’s intended use of the proceeds before the DOT determined that the proceeds were necessary to TWA’s viability. The record does not establish whether the proceeds will be used for TWA flight operations or will be used to pay existing investors. A business plan submitted by TWA would have provided a basis for the DOT to evaluate TWA’s plans and future viability. Without knowing how the proceeds will be used, the DOT totally lacked an evidentiary basis to find that TWA will be viable after the transfer.4
*1547Because there is not substantial evidence in the record supporting the DOT’s conclusion respecting TWA’s viability after the transfer of the New York-to-London route, the record is, likewise, deficient respecting the harm to the public interest. In the present state of the industry, you cannot immobilize an airline the size of TWA without a disastrous impact upon domestic competition. Thus, the DOT is required, under the law, to make this “competition” analysis upon substantial evidence. Then, and only then, will the DOT be able to balance all required factors, make a reasoned predictive analysis and reach a conclusion on where the public interest lies.
I would remand this case to the DOT for further proceedings on the issue of impact on domestic competition resulting from the proposed transfers. Only then can there be a prediction, based upon substantial evidence, on the harm to the public interest that may result. In the process, I would require TWA to submit a business plan respecting its proposed use of all proceeds. If the additional evidence determines that TWA may succumb in any event, I would also direct the DOT to reconsider whether allowing TWA to retain three London routes is in the public interest.
. Aside from being contrary to the proof, I think the DOT’s decision to accord deference to TWA's business decision is improper for an additional reason. The interests of the DOT and TWA, even under deregulation, are not the same. The DOT is vested with the responsibility of independently verifying that a proposed international transfer is in "the public interest.” TWA, on the other hand, is not required to consider the pub-lie interest, but considers the economic interests of TWA. Indeed, even if a business decision by TWA could be deemed consistent with the public interest on a particular issue, the DOT’s reliance on TWA’s decision is especially troublesome in this case because the record does not clearly establish that the management of TWA is necessarily acting in the best economic interest of TWA as a continuing, operational airline.
. The DOT stated that "[ajlthough we find that the transfer should strengthen TWA’s viability, we would approve it even if we were not making that finding, since it will provide significant public benefits.” Order at 29 n. 40. This alternative conclusion is difficult to comprehend given the lack of analysis of impact upon domestic airline competition should TWA now go out of business. It also appears to fly directly into the face of the requirement that the DOT consider domestic competition in making its "public interest" decision.
. The majority indicates that transferring TWA’s New York-to-London route to American while declining to transfer the St. Louis-to-London route makes sense in light of American’s strong presence at JFK. However, despite American’s presence at JFK, TWA remains the strongest competitor at JFK for the same reasons the DOT found it was the strongest competitor at St. Louis — its size and the nature of its service.
. The majority refers to TWA’s offer to purchase for 482 million dollars certain debt securities in the amount of 1.37 billion dollars as a business plan. I am troubled by the reference to TWA’s offer because the offer is not part of the record before us and was not considered by the DOT. However, aside from the record issue, the proposal is deficient in several respects. First, based on the information set forth in the prospectus, it is difficult to discern without expert analysis the specific terms of the offer and the offer’s consequences on the viability of TWA. Because the offer was issued after completion of the DOT proceedings, an expert evaluation of the offer was not presented. Second, Carl Icahn and his affiliates own 90 percent of TWA’s stock, and a substantial share of the funds proposed to be paid under the offer will purchase bonds also owned by Mr. Icahn and his affiliates. In light of the 90 percent ownership interest, it is not discernible from the offer whether TWA will benefit as much as its investors. Third, the offer is conditioned upon an agreement to subordinate bonds senior to the bonds owned by Mr. Icahn and his affiliates by eliminating bond provisions which prohibit purchase of bonds owned by Mr. Icahn and his affiliates if there has been a default on any *1547senior indebtedness. It is not clear from the offer whether the subordination is necessary to implement the offer or whether the condition is for the benefit of Mr. Icahn and his affiliates. In any event, an action by senior bond holders has now resulted in an injunction issued by the District Court for the Southern District of New York prohibiting this move and, thus, placing the entire plan in jeopardy. Fleet Nat'l Bank v. Trans World Airlines, Inc., 767 F.Supp. 510 (S.D. N.Y.1991). Fourth, TWA’s offer to purchase the securities does not specify where the proceeds to be received by Mr. Icahn and affiliates will be applied. Even if the sale proceeds can produce a healthier TWA if fully applied to an operational airline, under the proposal, the proceeds, at least in part, can apparently be moved away from TWA by current investors, possibly exacerbating TWA's demise.