Joint Application of 

BEFORE THE 

U.S. DEPARTMENT OF TRANSPORTATION 

WASHINGTON, D.C. 

) 

) 

DELTA AIR LINES, INC. and ) 

·~·· \; ··~ 

,; ; ! > J 

AEROVIAS DE MEXICO, S.A. DE C.V. ) 

) Docket DOT -OST -2015-0070 

Under 49 U.S.C. §§ 41308 and 41309 ) 

for Approval of and Antitrust Immunity ) 

___________________________________ 

for Alliance Agreements ) ) 

JOINT MOTION FOR CONFIDENTIAL TREATMENT 

UNDER 14 C.F.R § 302.12 

Communications with respect to this document should be sent to: 

Anko van der Werff 

Chief Revenue Officer 

David Lamoyi 

General Counsel 

Aerovias de Mexico, S.A. de C.V. 

Paseo de Ia Reforma 445 Col. 

Cuauhtemoc, 06500, Mexico City, D.F. 

Mexico 

Robert E. Cohn 

Patrick R. Rizzi 

HOGAN LOVELLS US LLP 

Columbia Square 

555 Thirteenth Street, NW 

Washington, DC 20004 

Tel. 202 637 4999/5659 

Counsel for 

AEROVIAS DE MEXICO, S.A. DE C.V 

April17, 2015 

Glen Hauenstein 

Executive Vice President 

& Chief Revenue Officer 

DELTA AIR LINES, INC. 

1 030 Delta Boulevard 

Atlanta, Georgia 30320 

Ben Hirst 

Executive Vice President 

& Chief Legal Officer 

Alexander Van der Bellen 

Managing Director, Regulatory and 

International & Associate General Counsel 

Chr.istopher Walker, Regional DirectorRegulatory and International Affairs 

DELTA AIR LINES, INC. 

1212 New York Avenue, NW Suite 200 

Washington, DC 20005 

Tel. 202-842-4184 
BEFORE THE 

U.S. DEPARTMENT OF TRANSPORTATION 

WASHINGTON, D.C. 

Joint Application of 

DELTA AIR LINES, INC. and 

AEROVIAS DE MEXICO, S.A. DE C.V. 

Under 49 U.S.C. §§ 41308 and 41309 

for Approval of and Antitrust Immunity 

for Alliance Agreements 

DOT -OST -2015-0070 

JOINT MOTION FOR CONFIDENTIAL TREATMENT 

UNDER 14 C.F.R § 302.12 

Ameromexico and Delta have filed an application for approval of and antitrust immunity 

for a proposed Alliance involving U.S.-Mexico transborder routes under a Joint Cooperation 

Agreement ("JCA"). The new proposed Alliance will enable Delta and Aeromexico to provide 

consumers with expanded and more efficient service options on transborder routes. In support 

of their Joint Application, Delta and Aeromexico are providing the Department with documents 

and data that contain confidential, proprietary and commercially sensitive information. Pursuant 

to Rule 12 of the Department's Rules of Practice, 1 Delta and Aero mexico request that the 

Department withhold from public disclosure the documents under seal that the Joint Applicants 

have included with this Motion, as well as any future submission of data or similar materials in 

this proceeding. 

1 14 C.F.R. § 302.12. 
Joint Motion for Confidential Treatment 

Page 2 

The Department on numerous occasions has granted similar requests for confidential 

treatment, 2 and it should do the same here. As explained below, the documents herein include 

highly sensitive market and competitive analyses that are kept strictly confidential and not 

shared with any outside party. 

1. In connection with the Joint Application, the Joint Applicants are submitting 

certain documents such as the JCA and internal planning documents that contain highly 

confidential and proprietary business information. These documents, including the JCA and 

internal corporate records summarized in the attached indexes and data description, provide 

information similar to that required by the Department in other antitrust immunity cases, for 

which confidential treatment was granted. 3 

2. These documents are confidential and proprietary and are protected from public 

disclosure under various exemptions under the Freedom of Information Act ("FOIA"), including 5 

U.S.C. §§ 552(b)(3) and (b)(4). J;:xemption 3 protects from disclosure information specifically 

protected by another federal statute, including 49 U.S.C. § 40115. 4 Section 40115 states that 

the Department "shall" withhold from public disclosure, among other things, information that 

would adversely affect an air carrier's competitive position in foreign air transportation. The 

documents at issue here clearly satisfy this standard. They contain extremely sensitive 

information that has not been made available to the public and which is not disclosed to any 

third party. If disclosed, this information could be used by competitors to their strategic 

advantage, and to Delta and Aeromexico's disadvantage, in making competitive decisions. 

3. Further, Exemption 4 protects from public disclosure information that is "(1) 

comm~rcial or financial, (2) obtained from a person outside the government, and (3) privileged 

2 See, e.g., Notice Providing Access to Documents, Docket OST-2009-0155 (July 16, 2009); Notice 

Providing Access to Documents, Docket 2008-0252 (Aug. 19, 2008); Notice Providing Access to 

Documents, Docket OST-2008-0234 (July 24, 2008). 

3/d. 

4 See British Airports Authority v. CAB, 531 F. Supp. 408, 414 (D. D.C. 1982). 
Joint Motion for Confidential Treatment 

Page 3 

or confidential." The documents submitted here under seal clearly satisfy this standard as well. 

All are commercial or financial in nature. They were obtained from a private citizen. And the 

documents are privileged or confidential. Delta and Aeromexico would suffer substantial 

competitive harm if the documents were disclosed to the public. Public disclosure of such 

information could impair the Government's ability to obtain necessary information in the future or 

... cause substantial harm to the competitive position of the person from whom the information 

was obtained. 5 

4. Due to the nature of the documents Delta and Aeromexico have filed, Rule 12 

access should be limited to counsel and outside experts who file an affidavit stating that they will 

(a) use the information only for the purpose of participating in this proceeding; and (b) not 

disclose the information to anyone other than counsel or outside experts who have filed a valid 

affidavit with the Department. 

5. The documents Delta and Aeromexico have filed under Rule 12 contain 

confidential, proprietary and highly sensitive commercial information relating to international 

strategy, performance, and planning. In order to protect the Joint Applicants' ability to compete 

effectively in international markets, it is imperative that this information not be disclosed to its 

competitors, even under Rule 12 procedures. In the course of similar antitrust proceedings, the 

Department has routinely limited Rule 12 access to such information to counsel and outside 

experts. 6 By limiting access in this manner, the Department can permit parties to fully 

participate in this proceeding while limiting the risk of competitive harm that would result if the 

information were disclosed. 

WHEREFORE, for the foregoing reasons, Delta and Aeromexico respectfully request 

that the Department grant their Motion for Confidential Treatment; withhold from public 

5 Gulf and Western Indus., Inc. v. United States, 615 F.2d 527,529 (D.C. Cir. 1980). 

6 See, e.g., Notices Providing Access to Documents, supra note 3. 
Joint Motion for Confidential Treatment 

Page4 

disclosure the confidential, proprietary and commercially sensitive information Delta and 

Aeromexico have filed (and subsequently may file) under seal; and limit Rule 12 access to 

counsel and outside experts as described above. 

Respectfully submitted, 

va~~ Robert E. Cohn 

Patrick R. Rizzi 

Hogan Lovells US LLP 

Counsel for 

AEROVIAS DE MEXICO, S.A. DE C.V 

Alexander Vander Sellen, 

Managing Director, 

Government Regulatory and International 

Affairs and Associate 

General Counsel 

DELTA AIR LINES, INC. 
Attachment A 

Description of Document Production 

Delta and Aeromexico are submitting internal corporate documents relating to the Joint 

Cooperation Agreement (JCA}. Delta and Aeromexico conducted a thorough search of their 

corporate records following the guidelines of the Hart-Scott Rodino (HSR) Notification process. 

This is the same standard and document production used by and applied by the Department in 

connection with its evaluation of the Delta/Virgin Atlantic alliance. See, Application of Delta and 

Virgin Atlantic, Appendix 8, DOT-OST-2013- 0068. 

Following the HSR 4(c) and 4(d) document production guidelines, the Delta and 

Aeromexico document documents produced in connection with this application include all 

studies, surveys, analyses and reports which were prepared by or for any officer(s) or director(s) 

for the purpose of evaluating or analyzing the Delta/Aeromexico JCA with respect to market 

shares, competition, competitors, markets, potential for sales growth or expansion into product 

or geographic markets .. Delta and AeroMexico are producing the HSR 4(c) and 4(d) type 

documents in their entirety to assist the Department in its review and approval of the antitrust 

immunity application. As described in the foregoing motion, these documents contain 

confidential proprietary information, and are being furnished pursuant to the Department's Rule 

12 procedures. 
Attachment B-1 

Demand (Market Share) Data 

Using MIDT or other market demand data source, for the most recent 12-month period available provide 

directional net passenger bookings for all itineraries that touch Mexico. Include the following data 

elements: 

Field 1: Trip Originating Airport 

Field 2: Booked Point of Sale Country Code 

Field 3: Airport Path and Marketing Carrier Designator String by Leg 

Example: Atlanta- Mexico City - Quito directional trip with segments marketed by DL, AM respectively 

would be reported as "ATL DL MEX AM UIO". Use a"//" to represent the marketing carrier on any 

ARNK (Arrival Not Known) segments. 

Field 4: Volume ofNet Bookings 

Include an explanation of the trip break methodology used to create directional trips from itinerary data. 

Origin Destination Fare Data 

For all itineraries that Delta or Aeromexico participate in, provide all itineraries that touch Mexico. The 

Department prefers the O&D data represent an internal 100% census of itineraries meeting the above 

criteria, however suitable alternatives will be considered if proposed. Data should be submitted on a 

quarterly basis for the most recent year ended period for which data is available. Provide all information 

for any itinerary that was begun during the period described above irrespective of when the full itinerary 

was completed. 

Provide the itinerary in an origin-destination (by direction of travel) format, referred to as 

"market directional." Provide the number of(l) passengers, (2) market fare, (3) purchase class, 

(4) period, (5) airport sequence, (6) operating carrier code sequence, (7) change in operating 

carrier flag, (8) ticketing/marketing carrier code sequence, (9) change in ticketing/marketing 

carrier flag, (1 0) origin, (11) destination, (12) number of market coupons, ( 13) sequence number 

of each market directional that makes a full itinerary, (14) total distance flown (all kilometers 

converted to miles), (15) distance between the origin and destination (all kilometers converted to 

miles), (16) unique itinerary identifier, (17) one-way/round-trip itinerary identifier, (18) reporting 

carrier, and a ( 19) full itinerary online identifier .. Fares must include all taxes, fees, and 

applicable surcharges (particularly any fuel surcharges paid.) Provide the passenger counts 

summarized by the unique combination of period, flight sequence, ticketing/marketing carrier 

sequence, operating carrier sequence, reporting carrier, directional market fare, one-way/roundtrip itinerary identifier, full itinerary online identifier, and purchase class value. 

For itineraries that include a segment provided by ground transportation, note the ground segment 

as '-' in the tkcarriergroup and opcarriergroup variables. 

Provide a description of the methodologies used to determine market directional trip breaks 

within itineraries and the prorate for assigning the market directional fare from the full itinerary 

fare. DOT proposes using the industry standard "four hour rule" for intra-North American travel 

and the "24-hour rule" for all other travel to determine market directional trip breaks. DOT 

prefers the use of the square root of the miles methodology for market directional fare proration. 

Square root of the miles methodology distributes the itinerary revenue by dividing the itinerary 

fare by the square root ofthe number of miles distance between airports in the itinerary. To the 
Attachment B-2 

extent the applicants prefer to use alternative methodologies for determining market directional 

trip breaks or prorates, they are required to provide appropriate methodological descriptions and 

validation. 

The purchase class values should provide detail that allows for the evaluation of a given 

itinerary's level of service purchased. The classes should be broken down by both Restricted and 

Unrestricted fares sold in First Class, Business Class, Premium Economy, and Economy cabins. 

DOT is open to alternative mappings and levels of detail that the applicants may suggest. If 

multiple purchase classes are assigned to different segments in a market directional provide the 

most premium class assigned from any of the segments in the market directional. 

Figure 1 provides a detailed listing of the variables required (meta data) and Figure 2 provides a 

sample of the final format. The minimum combination of variables that make each row unique 

(composite primary key for the dataset) is highlighted in yellow. 

Provide the data electronically as a comma separated value (CSV) or other delimited text file 

format. If a format other then CSV is selected provide the meta-data detail necessary to allow for 

the loading of the data into a relational database environment. 
Market (Directional) 

·1 AirportGroup 

2 Dest 

3 Itin Online 

4 It in_ RoundTrip 

5 · ltinlD 

6 MktCoupons 

7 · MktFare 

8 MktMilesFlown 

9 MktSeq 

10 • NonStop Miles 

11 OpCarrierChange 

12 9pCarrierGro_t1P 

13 Origin 

14 • Passengers 

15 Period 

16 1 PurchaseClass 

17 RpCarrier 

18 TkCarrierChange 

19 ' TkCarrierGroup 

Attachment B-3 

Figure 1- Technical description of the required dataset 

Sequential order of airport routing in the market directional, ":" separated, 3 digit 

designator 

Market of travel destination for the passenger(s), 3 IA T A airport C()de designat()r 

Indicates if for entire itinerary the passengers stayed on the same carrier for all se

operated ... 

Indicates if passengers flew one way or round trip for the itinerary, O=One-W(lY, 1 =Rou

Identifies all market directionals for a singleAi11erary with the same value 

Total number of segments traveled for the market 

paid by passengers for the market directional 

Total track miles for each segment of the marke! directional minus ground miles 

Identifies the order the market directionals are traveled 

Market origin to destination segments (radian _pgint t() 

Identifies if there is a ch::tnge to the operating c::trrier in the segments within the directio

identifies the for each segment of the .. sep

Market of travel ()figination p::tssen.ger(S.),_ 3 _digit IA T A airp()rt code des!gnator 

Number ofpassen.&ers flying for the market directional record 

Period fi!st segment of the itinerary was flown.: four plus 

Restricted and Unrestricted S(lles of First Class, Business Class, Premium EconOtJ:lY, an

Code for the carrier that reports the data to DOT 

identifies if there is a to the ticketing/marketing carrier in the segments wi

1=Yes,Q=No _ _ . 

Sequentially identifies the ticketing/marketing carriers for each segment of the m;

separated 
:2 

c 

E 

1 1 

' 1, 

2 1 2 2 

3 .1 

3 .2 

4 1 2 4 2 2 

5 1 2 

Indicates Primary Key 

Attachment B-4 

Figure 2- Sample of the final format of the required dataset 

<II 

tll) 

c 

ro 

..s::::. 

u 

.... 

<II 

·;::: 

.... 

1 1 

10 

331.07 22330.93 22

177 
Attachment C 
Attachment D-1 " 

Index of Aeromexico Documents Submitted to the U.S Department of Transportation 

Bates Range Date Title/Description 

AM000001- 12/21/2010 Aeromexico/Delta Network Vision 

AM000022 

AM000023- Undated Alianza Comercial, Grupo Aeromexico- Delta Air Lines [see 

AM000029 AM(T)000001-AM(T)000007 for English translation} 

AM000030- Undated Delta/Aeromexico, Structure of enhanced cooperation prior to ATI/JV 

AM000037 

AM000038 Undated Transborder Market Plan for Future Growth 

AM000039- Undated Joint Venture Discussion Document 

AM000049 

AMOOOOSO- 02/00/2013 A new era in the Mexican Aviation market 

AM000111 

AM000112- 03/00/2013 Strengthening competition in the Mexico-USA Transborder Air Market 

AM000129 (English version of AM000130-AM000150) 

AM000130- 03/00/2013 Fortaleciendo Ia competencia en el Mercado Aereo Transfronterizo 

AM000150 Mexico-EE.UU. (Spanish version of AM000112-AM000129) 

AM000151- 03/19/2013 Aeromexico & Delta ATI/Open Skies Strategy 

AM000160 

AM000161- Undated Analisis: Cielos Abiertos, ATI (Antitrust Immunity) y JV AM-DL [see 

AM000175 AM{T)000008-AM(T)000022 for English translation) 

AM000176- 06/20/2013 Open Skies and ATI Review: Phase 1 

AM000245 

AM000246- 06/25/2013 Open Skies and ATI Review: Phase 1 

AM000315 

AM000316- 07/11/2013 JV Key Terms (draft) 

AM000317 

AM000318- 08/27/2013 JV Negotiation Framework and Recommended Positions 

AM000390 

AM000391- 10/00/2012 2013 AM/DL Proposal for Partnership Evolution Priority and Releases 

AM000409 

AM000410 Undated ATI & Joint Venture Planning 

AM000411- 11/04/2013 Joint Venture Concepts 

AM000416 

AM000417- Undated Joint Venture Discussion Document 

AM000427 

AM000428- 01/31/2014 Public Benefits Produced by Delta/ AeroMexico Immunized Joint Venture 

AM000439 Under Open Skies 

AM000440- Undated JV key terms 

AM000456 ' 

AM000457- Undated Comparative de propuestas para asesorfa de Cielos Abiertos y ATI [see 

AM000480 AM(T)000023-AM(T)000047 for English translation} 

AM000481 Undated New Trans-Border Flying Opportunities 

- 1-
Attachment D-2 

Bates Range Date Title/Description 

AM000482- 11/00/2014 Trans-Border Network Vision Comments 

AM000508 

AM000509- Undated Effect of Open Skies, New Competition and the JV on AM and DL 

AM000510 

AM000511- Undated Delta Air Lines US- Transborder Central America Nonstop Markets, Year 

AM000512 Ended 2nd Qtr 2014 

AM000513- 12/00/2014 Delta Trans-Border Route Profitability for the Twelve Months Ending 

AM000532 June 2014 

AM000533- Undated U.S.-Mexico Fully Allocated Segment Profit and Segment Margin and 

AM000535 Beyond Revenue 

AM000536~ Undated Discussion Document: SkyWorks Support For AeroMexico' s Joint 

AM000541 Venture Negotiations 

AM000542- Undated Discussion Document: SkyWorks Support For AeroMexico' s Joint 

AM000545 Venture Negotiations 

AM000546- 12/00/2014 Suggested Delta Settlement Numbers 

AM000548 

AM000549- Undated Annual Revenue Value of Current Combined Trans-border Network and 

AM000551 beach revenue analysis 

AM000552- 01/09/2015 AeroMexico JV Evaluation Analysis 

AM000557 

AM000558- 01/26/2015 AeroMexico Compensation Proposal 

AM000562 

AM000563- 01/29/2015 AeroMexico Workshop Materials 

AM000595 

AM000596 Undated JV Concept 

AM000597- 02/03/2015 AeroMexico JV Earnings Formula Discussion 

AM000606 

AM000607- 02/11/2015 AeroMexico JV Earnings Formula Discussion 

AM000613 

AM000614- 02/25/2015 AeroMexico Discussion Materials 

AM000630 

AM(T)000001- Undated Commercial Partnership, Grupo Aeromexico- Delta Air Lines [English 

AM (T)000007 translation of AM000023-AM000029] 

AM (T)000008- Undated Analysis: Open Skies, ATI (Antitrust Immunity) and AM-DL JV [English 

AM(T)000022 translation of AM000161-AM000175] 

AM(T)000023- Undated Open Skies and ATI Comparison of Proposals from Consulting Firms 

AM(T)000047 [English translation of AM000457-AM000480] 

- 2-
CERTIFICATE OF SERVICE 

A copy of the foregoing Application has been served this 17th day of April, 2015, upon the 

following persons via email: 

Air Carrier 

Alaska Airlines 

Alaska Airlines 

American 

American 

Frontier 

Frontier 

Hawaiian/JetBiue 

Hawaiian/JetBiue 

JetBiue 

Republic 

Republic 

Southwest! AirTran 

Southwest! AirTran 

Spirit Airlines 

Spirit. Airlines 

Sun Country 

Sun Country 

United 

United 

Virgin America 

Name 

David Heffernan 

Jeremy Ross 

Howard Kass 

Robert Wirick 

Mark Atwood 

Steve Lachter 

Jonathan Hill 

Parker Erkmann 

Robert Land 

Bob Cohn 

Pat Rizzi 

Bob Kneisley 

Leslie Abbott 

David Kirstein 

Joanne Young 

John Fredericksen 

Thomas Ting 

Dan Weiss 

Thomas Soiling 

Barbara Russell 

Brian Hedberg 

Robert Finamore 

Brett Kruger 

Reese Davidson 

Info 

Email Address 

dheffernan@cozen.com 

jeremy. ross@alaskaair .com 

howard. kass@aa. com 

robert.wirick@aa.com 

matwood@cozen. com 

slachter@cozen. com 

jhill@cooley.com 

perkmann@cooley.com 

robert.land@jetblue.com 

robert.cohn@hoganlovells.com 

patrick. rizzi@hoganlovells.com 

bob.kneisley@wnco.com 

leslie.abbott@wnco.com 

dkirstein@yklaw.com 

jyoung@yklaw.com 

john.fredericksen@suncountry. com 

thomas. ting@suncountry. com 

dan.weiss@united.com 

thomas.bolling@united.com 

barbara.russell@virginamerica.com 

brian.hedberg@dot.gov 

robert.finamore@dot.gov 

brett.kruger@dot.gov 

reese.davidson@dot.gov 

info@airlineinfo.com