BEFORE THE

U.S. DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

Application of )

) Docket No. OST-2014-

AZUL LINHAS AEREAS BRASILEIRAS S.A. )

)

For an exemption pursuant to 49 U.S.C. § 40109 )

and a foreign air carrier permit pursuant )

to 49 U.S.C. § 41301 (Brazil – U.S.) )

)

MOTION FOR CONFIDENTIAL TREATMENT UNDER RULE 12

Communications with respect to this document should be addressed to:

Josh Romanow

Jennifer Trock

Peter V. Nelson

PILLSBURY WINTHROP

 SHAW PITTMAN LLP

2300 N Street, NW

Washington, DC 20037

Phone: +1-202-663-8000

Fax: +1-202-663-8007

Email: romanow@pillsburylaw.com

jennifer.trock@pillsburylaw.com

 peter.nelson@pillsburylaw.com

Counsel for Azul Linhas Aéreas Brasileiras S.A.

June 2, 2014
1

BEFORE THE

U.S. DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

Application of )

) Docket No. OST-2014-

AZUL LINHAS AEREAS BRASILEIRAS S.A. )

)

For an exemption pursuant to 49 U.S.C. § 40109 )

and a foreign air carrier permit pursuant )

to 49 U.S.C. § 41301 (Brazil – U.S.) )

)

MOTION FOR CONFIDENTIAL TREATMENT UNDER RULE 12

Pursuant to Rule 12 of the Department’s Rules of Practice,1 Azul Linhas Aéreas 

Brasileiras S.A., hereby respectfully moves to withhold from public disclosure the following 

exhibits to its Application for an exemption and foreign air carrier permit, filed with the 

Department on June 2, 2014:

• Exhibit H, which includes Azul Linhas Aéreas Brasileiras S.A.’s financial statements as 

of December 31, 2013 and 2012, including its balance sheet, income statement, and 

statement of cash flows; and

• Exhibit I, which contains Azul Linhas Aéreas Brasileiras S.A.’s first-year traffic and 

financial forecast (together with Exhibit H, the “Exhibits”).

The information contained in these Exhibits is being submitted in the form of Confidential 

Exhibits to Azul Linhas Aéreas Brasileiras S.A.’s application, which is attached hereto in a 

sealed envelope and marked in accordance with Rule 12. As more fully stated herein, this 

information contains certain proprietary, commercially-sensitive, and confidential business 

information. In support thereof, Azul Linhas Aéreas Brasileiras S.A. states as follows:

 1 14 C.F.R. § 302.12.
2

1. Rule 12 of the Department’s Rules of Practice instructs the Department to 

evaluate requests for confidential treatment by the standards of disclosure found in the Freedom 

of Information Act, 5 U.S.C. § 552 (“FOIA”). Information may be withheld from disclosure 

under 5 U.S.C. § 552(b)(4) if it is (1) commercial or financial, (2) obtained from a person outside 

of government, and (3) privileged or confidential. Gulf and Western Indus., Inc. v. United States, 

615 F.2d 527, 529 (D.C. Cir. 1979). As to the third prong of this test, the Department must 

consider whether “disclosure of the information is likely to have either of the following effects: 

(1) impair the government’s ability to obtain necessary information; or (2) cause substantial 

harm to the competitive position of the person from whom the information was obtained.” 

National Parks and Conservation Assoc. v. Morton, 498 F.2d 765, 770 (D.C. Cir. 1974). Finally, 

to be privileged or confidential, the information must not be of the type that is usually released to 

the public. Gulf and Western, at 530. Azul Linhas Aéreas Brasileiras S.A.’s Exhibits meet these 

standards for protection.

2. Azul Linhas Aéreas Brasileiras S.A.’s Exhibits include sensitive business and 

financial data relevant to the Department’s review of Azul Linhas Aéreas Brasileiras S.A.’s

application for an exemption and foreign air carrier permit. Public disclosure of this information 

would cause substantial harm to Azul Linhas Aéreas Brasileiras S.A.’s competitive position and 

investors by disclosing details of its otherwise confidential business and financial activities. 

Third parties could obtain this information and use it to undermine Azul Linhas Aéreas 

Brasileiras S.A.’s operations, thus causing economic harm to Azul Linhas Aéreas Brasileiras 

S.A.

3. The confidential information must be obtained from a person outside of 

government to be granted confidential treatment. Azul Linhas Aéreas Brasileiras S.A. is a 
3

privately-owned company based in Barueri, Brazil, which meets the definition of “person outside 

of government.”

4. In terms of the nature of the information included in the Exhibits, Azul Linhas 

Aéreas Brasileiras S.A. does not release unaudited financial information or future financial plans

to the public. As such, the information in the Exhibits is privileged and should be given 

confidential treatment.

5. In sum, the information that is sought to be withheld from public disclosure meets 

the standards for nondisclosure found in exemption (4) of FOIA, 5 U.S.C. § 552(b)(4), in that it 

is (1) commercial or financial, (2) obtained from a person outside the government, and (3) 

privileged or confidential. See Gulf & Western Industries, Inc. v. United States, 615 F.2d 527, 

529 (D.C. Cir. 1979); National Parks and Conservation Assoc. v. Morton, 498 F.2d 765, 770 

(D.C. Cir. 1974). The Department has previously granted numerous motions for confidential 

treatment filed by other foreign carriers seeking to withhold similar financial information 

submitted in connection with permit or exemption applications from public disclosure. See

Comlux Aruba N.V., Order 2013-11-5, fn. 2; Midlex Airlines, Order 2010-11-20, fn. 2; 1263343 

Alberta Inc. d/b/a Enerjet, Order 2009-3-22, fn. 2; Comlux Malta Ltd., Order 2008-12-15, fn. 3; 

ACM Air Charter Luftfahrtgesellschaft MBH, Order 2006-7-6, fn. 2. Finally, release of this 

financial information would impair the government’s ability to collect such information in the 

future. Azul Linhas Aéreas Brasileiras S.A.’s sensitive financial information should be similarly 

granted confidential treatment.
4 

WHEREFORE, Azul Linhas Aéreas Brasileiras S.A. respectfully requests that the 

designated Exhibits which are attached hereto in a sealed envelope be accorded confidential 

treatment under 14 CFR § 302.12. 

Respectfully submitted,

 Josh Romanow Jennifer Trock Peter Nelson

PILLSBURY WINTHROP

 SHAW PITTMAN LLP

2300 N Street, NW 

Washington, DC 20037 

Phone: +1-202-663-8000 

Fax: +1-202-663-8007 

Email: romanow@pillsburylaw.com 

jennifer.trock@pillsburylaw.com 

peter.nelson@pillsburylaw.com 

Counsel for Azul Linhas Aéreas Brasileiras S.A.
5

CERTIFICATE OF SERVICE

I hereby certify that a copy of the foregoing motion for confidential treatment has been served 

this the 2nd day of June 2014, upon each of the parties below by electronic mail.

Sascha Vanderbellen

Sascha Vanderbellen

Chris Walker

Delta Airlines

sascha.vanderbellen@delta.com

chris.walker@delta.com

Robert Wirick

Howard Kass

American Airlines, Inc.

robert.wirick@aa.com

howard.kass@aa.com

Malcolm L. Benge

Counsel for North American Airlines/World 

Airways

Zuckert Scoutt & Rasenberger, L.L.P.

mlbenge@zsrlaw.com

Steve Morrissey

Dan Weiss

United Air Lines

steve.morrissey@united.com

dan.weiss@united.com

Anita Mosner

Jennifer Nowak

Counsel for United Parcel Service Co

Holland & Knight

anita.mosner@hklaw.com

jennifer.nowak@hklaw.com

Russell Pommer

Atlas Air

rpommer@atlasair.com

James R. Jelenski

Federal Aviation Administration

jamesr.jelenski@faa.com

Jonathan Hill

Cooley LLP

JetBlue Airways

jhill@cooley.com

Bailey Leopard

Nancy Sparks

Federal Express Corporation

gbleopard@fedex.com

nssparks@fedex.com

David Kirstein

Kirstein & Young

Spirit Airlines

dkirstein@yklaw.com

Robert Cohn

Hogan Lovells

Frontier Airlines

robert.cohn@hoganlovells.com

Robert Kneisley

Leslie Abbott

Southwest Airlines

bob.kneisley@wnco.com

leslie.abbott@wnco.com

Jonathon Foglia

Zuckert Scoutt & Rasenberger L.L.P.

Virgin America

jhfoglia@zsrlaw.com

Stephen Cristina

John Emery

Department of State

stephen.cristina@dos.gov

emeryjb@state.gov

Paul Gretch

Brian Hedberg

Department of Transportation

paul.gretch@dot.gov

brian.hedberg@dot.gov

/s/Melinda A. Hernandez

Melinda A. Hernandez