BEFORE THE U.S. DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

___________________________________________ Joint Application of ) ) AMERICAN AIRLINES, INC. ) US AIRWAYS, INC. ) AMERICAN EAGLE AIRLINES, INC. ) PSA AIRLINES, INC. ) Docket DOT

- OST

- 2013

-

____ PIEDMONT AIRLINES, INC. ) ) for approval of the transfer of international route ) authorities pursuant to 49 U.S.C. § 41105 )

___________________________________________ ) JOINT APPLICATION OF AMERICAN AIRLINES, INC., US AIRWAYS, INC., AMERICAN EAGLE AIRLINES, INC., PSA AIRLINES, INC., AND PIEDMONT AIRLINES, INC. FOR APPROVAL OF THE TRANSFER OF INTERNATIONAL ROUTE AUTHORITIES Communications with respect to this document should be sent to:Stephen L. Johnson Virasb Vahidi Executive Vice President, Senior Vice President

– Marketing and

Corporate and Government Affairs Planning and Chief Commercial Officer US Airways , Inc. American Airlines, Inc. 111 West Rio Salado Parkway P.O. Box 619616, MD 5634 Tempe, AZ 85281 DFW Airport, Texas 75261 Howard Kass William K. Ris, Jr. Vice President, Legal and Senior Vice President

– Government Government Affairs and Regulatory Affairs American Airlines, Inc. Benjamin T. Slocum 1101 17 th Street, NW Director, Legal and Washington, DC 20036

Government Affairs Robert A. Wirick US Airways, Inc. Managing Director, Regulatory and 1 401 H Street, NW, Suite 1075 International Affairs Washington, DC 20005 American Airlines, Inc. (202) 326

- 5153 P.O. Box 619616, MD 5434 howard.kass@usairways.com DFW Airport, Texas 75161 benjamin.slocum@usairways.com robert.wirick@aa.com Francis C. Heil Senior Attorney American Airlines, Inc. 1101 17 th Street, NW Washington, DC 20036 francis.heil@aa.com

NOTICE: The Joint Applicants request that this Joint Application be processed pursuant to the expedited non

- hearing procedures in Subpart B of the Department’s Procedural Regulations. Any person who wishes to support or oppose this application must file an answer by May 8, 2013, and must serve that answer on the Joint Applicants and all persons served with this Joint Application. April 17, 201 3TABLE OF CONTENTS Overview.............................................................................................2 Introduction........................................................................................

. 3 I. EXECUTIVE SUMMARY...................

............................................. . ........ 7 II. THE JOINT APPLICANTS.....................................................................12 III. THE A A - US AIRWAYS ROUTE TRANSFER MEETS THE STATUTORY CRITERIA AND D EPARTMENT PRECEDENT FOR APPROVAL. ................14 A. Applicable Statutory Standards and Policy Objectives .........................14 B. The Proposed Route Transfer Is In the Public Interest Because It Will Produce Substantial and Important Public Benefits

...... ...............15 1. Public Benefits from New American Are Based on the Combination of US Airways’ and AA’s Complementary Route Structures and Aircraft Fleets

.................................................................... 15 a. New American Combines Complementary International Route Networks Without Any Overlapping Nonstop Routes

.................................................................... 16 b. New American’s Comprehensive Fleet Mix Will Allow Far Greater Scheduling Flexibility

....................................... 18 2. Enhanced Glob al Network Competition from New American Is a Significant Public Benefit

................................................ ...... 21 3. The Route Transfer Will Enhance Trans

- Pacific Competition Creating Additional Public Benefits

......................................... 25 4. The Route Transfer Will Significantly Benefit Consumers by Giving Them Increased Connectivity and More Options for Travel Between the Un ited States and Central and South America

..................... 26 5. The Route Transfer Will Enhance Trans

- Atlantic Competition and Create Significant Public Benefits

.......................................... 27 IV. THE ROUTE TRANSFER WILL MAKE NEW AMERICAN A MORE VIABLE CARRIER THAN STAND - ALONE AA OR US AIRWAYS

............................. 32 V. THE ROUTE TRANSFER WILL ENHANCE DOMESTIC AIRLINE COMPETITION ....................................................................................34 A. Domestic Competition in the Airline Industry is Intense

..... ...................34 B. The Transaction Will Enhance Domestic Competition .........................37 VI. THE ROUTE TRANSFER WILL HAVE A POSITIVE EFFECT ON THE TRADE POSITION OF THE UNITED STATES IN THE INTERNATIONAL AIR TRANSPORTATION MARKET ...............................................................40 VII. THE MERGER WILL BENEFIT AA AND US AIRWAYS EMPLOYEES...........40 VIII. APPROVAL OF THE JOINT APPLICATIO N WILL FURTHER ADVANCE THE OBJECTIVES OF U.S. INTERNATIONAL AVIATION POLICY .....................41 IX. TRANSFER OF ANTITRUST IMMUNITIES...............................................43TABLE OF FIGURES FIGURE 1 : New American Forges the Networks of AA and US Airways into a Single, World - Class Global Network ..............................................................16 FIGURE 2(a): AA and US Airways Have No Nonstop Overlapping Routes Between the United States and Central and South America or Asia... ..............................17 FIGURE 2(b): AA and US Airways Have No Nonstop Overlapping Routes Between the United States and Europe/the Middle East... ..............................................18 FIGURE 3(a): New American’s Fleet Will Allow it to Place the Right Aircraft in the Right Place At the Right Time........................................................................ 19 FIGURE 3(b): New American Fleet Will Allow it to Precisely Match Aircraft Sizes with Short - Haul International Routes.............................................................. 20 FIGURE 3(c): New American’s Fleet Will Allow it to Precisely Match Regional Aircraft Sizes on Smaller International Routes................................................. 21 FIGURE 4 : Traveler s on New American Will Receive Enhanced Access to 192 Cities Previously Only Served by One of the Joint Applicants .......................... 22 FIGURE 5 : New American Facilitates Balanced Competition Among Three Global Alliances....................................................................................................24 FIGURE 6 : New American Will Enhance Trans - Atlantic Alliance Competition Between the East Coast and Europe..............................................................29 FIGURE 7: New American Will Give oneworld Enhanced Penetration in the Eastern and Central United States................................................................ .30 FIGURE 8: New American Enhances oneworld’s Ability to Compete for Connecting Revenue Between the East Coast and Europe................................31 FIGURE 9: New American Will Produce Over $1 Billion in Annual Network and Cost Synergies............................................................................... .............33 FIGURE 10: LCCs Have Continued to Grow While the Rest of the Industry is Shrinking...................................................................................................36 FIGURE 11: The Joint Applicants Only Have 12 Overlapping Nonstop Domestic Airport - to - Airport Rou tes............................................................................ 38 FIGURE 12: The Joint Applicants Will Provide the Most Service in the Eastern and Central United States While Having a Significant Presence in the West.............3 9BEFORE THE U.S. DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

_________________ __________________________ Joint Application of ) ) AMERICAN AIRLINES, INC. ) US AIRWAYS, INC. ) Docket DOT

- OST

- 2013

-

____ AMERICAN EAGLE AIRLINES, INC. ) PSA AIRLINES, INC. ) April 17, 2013 PIEDMONT AIRLINES, INC. ) ) for approval of the transfer of international route ) authorities pursuant to 49 U.S.C. § 41105 )

___________________________________________ ) JOINT APPLICATION OF AMERICAN AIRLINES, INC., US AIRWAYS, INC., AMERICAN EAGLE AIRLINES, INC., PSA AIRLINES, INC., AND PIEDMONT AIRLINES, INC. FOR APPROVAL OF THE TRANSFER OF INTERNATIONAL ROUTE AUTHORITIES American Airlines, Inc. (“AA”) and US Airways, Inc. (“US Airways”) have reached agreement for a merger that will create a third U.S. airline with a global reach (“New American”). In order to implement this merger agreement, and achieve all of its benefits and synergies, AA, US Airways , American Eagle Airlines, Inc. (“Eagle”), PSA Airlines, Inc. (“PSA”), and Piedmont Airlines, Inc. (“Piedmont”) (collectively, the “Joint Applicants”) 1 seek approval of the de facto route transfer that will occur when AA’s corporate parent, AMR Corp. (“AMR”), becomes the parent company of US Airways’ corporate parent, US Airways Group, Inc. (“USAG”), as the result of the merger.

1 Executive Airlines, Inc. ceased operations on March 31, 2013, and intends to surrender its FAA Operating Certificate o n April 30, 2013.Joint Application for Transfer of International Route Authorities

2 Overview The purpose of this pleading is to seek the Department’s approval of the de facto transfer of US Airways’, PSA’s, and Piedmont’s r oute authority to AA/Eagle, and the reissuance of the route authorities of all the carriers in order to comply with the applicable aviation statutes. This pleading is organized into nine sections that, taken as a whole, demonstrate why the Department sho uld quickly approve the joint application. Section I provides an Executive Summary of pleading. Section II provides a legal description of the Parties. Section III sets forth the applicable standards that the Department applies in reviewing de facto tr ansfer cases. In this case, the Joint Applicants meet all of the statutory and policy requirements and demonstrate that the requested transfer is clearly within the public interest. Importantly, the carriers have no international nonstop overlapping rout es and the move of US Airways into the one world alliance significantly improves the competitive position of one world. Demonstration of the benefits of the AA

- US Airways combination continues in Section IV with a focus on the benefits that will result from the creation of New American, including a conservatively projected set of synergies in excess of $1 billion. Moreover, New American will be a stronger, more viable competitor, better able to successfully manage through the peaks and valleys of the airline industry. Section V demonstrates that New American will also have a positive impact on domestic competition given only a handful of nonstop overlaps. More importantly, the new American will expand passenger choice by having a route network that compete s with the already developed route networks of Delta Air lines, Inc. (“Delta”), UnitedJoint Application for Transfer of International Route Authorities

3 Airlines, Inc. (“United”), and Southwest Airlines Co. (“Southwest”). A well

- developed domestic network provides the foundation for strengthening the position of the Uni ted States in international aviation and Section VI amplifies that point. As the carriers have said publicly, this merger benefits all stakeholders including employees, and Section VII discusses those benefits. Finally, Sections VIII and IX explain why the combination of US Airways and AA, with the expansion of AA’s existing

an ti trust immunity, is fully consistent with the governing principles of long

- stated U.S. International Aviation Policy. In short, this combination is squarely within the public interest and either meets or exceeds all of the statutory, regulatory and policy criteria that the Department considers in reviewing a joint transfer application.

Introduction This combination is strongly in the public interest as it creates substantial public benefits for consumers, employees and the communities that will be served by New American. Benefits for all constituencies flow from combining two highly complementary ro ute systems into an integrated network offering passengers more and better ways to get where they want to go, when they want to travel. The New American network will compete on a global basis with the now larger networks of Delta and United, as well as ot her large international airlines. This end

- to
- end combination will be pro

- competitive and pro

- consumer. New American will be a financially more resilient airline that can provide expanded travel opportunities and more choices for travelers, invest in ne w aircraft and innovativeJoint Application for Transfer of International Route Authorities

4 products, provide new opportunities and better compensation for employees, and better withstand cyclical economic conditions and volatile fuel prices. Consumer demand is the driver of this combination and the combined global
net work is the response to that demand. New American expects to continue to operate all nine hubs currently operated by AA and US Airways, and to serve all destinations currently served by either AA or US Airways, including small and medium

- sized communities . Upon closing of the merger, New American will operate over 1,500 aircraft to 336 cities around the world. Within the United States alone, the combination of US Airways and AA creates over 1,300 new online connecting opportunities to link communities th roughout the United States with si ngle carrier service through New American’s hubs. 2 Furthermore, US Airways will join AA as a member of one world, expanding the reach of that alliance, by providing, for the first time, connecting hubs in the Northeastern and Southeastern U.S. to the one world partners. This will create a more solid foundation for additional international service by New American and the

one world partner airlines, and increase alliance competition with Star Alliance and SkyTeam. The combinat ion is expected to generate over $1 billion in annual net synergies largely as the result of new passengers moving to take advantage of New American’s expanded and more competitive network. Passengers will also benefit from membership in AAdvantage, which will become the world’s largest frequent flyer program. Members of this program will have improved opportunities to earn and redeem miles across the much larger combined network.

2 Analysis limited to airport pairs with at least 50 passengers per week. The Joint Applicants presently have no plans to cease flying to any of the EAS communities they currently serve.Joint Application for Transfer of International Route Authorities

5 Employees will benefit through a financially more resilient airline that p rovides greater job security, improved career opportunities, better pay, and a path to compensation and benefits comparable to those enjoyed by their counterparts at Delta and United. In a historical new precedent for airline labor/management partnerships , the Allied Pilots Association (“APA”), Association of Professional Flight Attendants (“APFA”), Transport Workers Union (“TWU”), and US Airline Pilots Association (“USAPA”) have agreed to new terms that take effect upon closing of the merger, and the Asso ciation of Flight Attendants (“AFA”) has reached a tentative agreement that includes support for the merger. Furthermore, AA’s pilot and flight attendant unions, APA and APFA, have started working with their US Airways counterparts, USAPA and AFA, to reso lve representation and single agreement issues. Finally, communities will benefit. Each of New American’s hubs will be made stronger, and hub community travelers will benefit from expanded online travel opportunities and, over time, expansion of servic e. Non

- hub communities will similarly benefit from the combination. US Airways has historically provided extensive air service to small and medium communities and the merger will extend that focus to the AA system. Indeed, many of the new online connect ions created by the merger of AA and US Airways involve smaller communities. The broader network created by the merger will enable heightened levels of service to those communities that neither carrier could afford to provide individually

. In short, thi s merger benefits all stakeholders

– consumers, employees, and communities. It combines two great airlines and puts them on a path to creating a truly exceptional global airline.Joint Application for Transfer of International Route Authorities

6 Accordingly, pursuant to 49 U.S.C. § 41105 and Subpart B of the Department o f Transportation’s (“Department” or “DOT”) Rules of Practice, AA, US Airways , Eagle, PSA, and Piedmont hereby jointly apply for approval of the de facto route transfer that will occur when AA’s corporate parent AMR becomes the parent company of USAG as
th e result of the merger. Following completion of that transaction, AA and US Airways will be commonly owned and controlled, but will initially continue to operate as separate air carriers, each holding authority from DOT and the Federal Aviation Administra tion (“FAA”). 3 The parties’ plan is for the two airlines’ operations subsequently to be conducted by a single entity known as “American” and to maintain the “AA” designator code, after a transition period providing time for a smooth integration of operati ons, employees, and route networks. 4 Specifically, the Joint Applicants request that the Department: (1) approve the de facto transfer to AA all of the certificates of public convenience and necessity, exemptions, statements of authorization, frequency a llocations, designations, grants of antitrust i mmunity, and any other related i n ternational route a uthorities (collectively, “International Route Authorities”) 5 held by US Airways, PSA, and Piedmont that will

3 The Joint Applicants will abide by the provisions of the aviation agreements between the United States and foreign countries involved, as well as the Department’s standard conditions regarding route integration in limited

- entry markets. 4 No decisions hav e been made regarding the corporate and operating structures of Eagle, PSA, or Piedmont, which remain presently unchanged. If changes are planned in the future, the Department will be notified appropriately in order that their certificates can be amended as needed. 5 AA has grants of antitrust immunity with British Airways, Finnair, Iberia, and Royal Jordanian ( see DOT Order 2010

- 7

- 8); LAN Airlines and LAN Peru ( see DOT Order 2005

- 10

- 8, DOT Order 1999

- 9

- 9); and Japan Airlines (s ee DOT Order 2010

- 11

- 10); as well as a Joint Business Agreement with Qantas (s ee DOT Order 2011

- 11

- 12). The parties seek the reissuance of these antitrust immunities to include US Airways, in the same manner that United and Continental transferred their anti trust immunities. In approving the extension of Continental’s antitrust immunity with Copa to include United, and extending United’s antitrust immunity with Air New Zealand and Asiana to include Continental, the Department found that the “changes offer be nefits to the public, and, in light of the [United

- Continental] merger, are required by the public interest.” (DOT Order 2011

- 3

- 14, p.7.)Joint Application for Transfer of International Route Authorities

7 result from AMR’s acquisition of the outstandin g shares of USAG; (2) reissue the International Route Authorities issued to US Airways, PSA, and Piedmont 6 in the names of the current holders and/or AA and Eagle; and (3) reissue the International Route Authorities issued to AA and Eagle, 7 in the names of the current holders and/or US Airways, PSA, and Piedmont. As part of the reissuance of the US Airways, PSA, and Piedmont International Route Authorities, the Joint Applicants also request the Department’s approval of the final transfer o n international authority that will occur upon the ultimate merger of AA and US Airways. 8

I. EXECUTIVE SUMMARY On February 14, 2013, AMR, the corporate parent of AA, entered into an agreement (“Merger Agreement”) whereby, as the result of the merger of USAG into a wholly ow ned subsidiary of AMR, AMR will become the parent corporation of USAG, the parent corporation of US Airways. 9 Following the completion of that transaction, which is currently under review by the Department of Justice (“DOJ”), AA and US Air ways will initially continue to operate as separate airlines. US Airways eventually will be fully integrated with AA, following a transition period to permit adequate time for a seamless combination of operations, employees, and route networks.

6 US Airways’, PSA’s, and Piedmont’s International Route Authorities are listed in Exhibit A. 7 AA’s and Eagle’s Inte rnational Route Authorities are listed in Exhibit B. 8 The Joint Applicants are concurrently filing a Joint Application for an interim exemption from 49 U.S.C. § 41105 to permit the Joint Applicants to consummate the merger upon (i) completion of the pre

- merger review procedures by the Department of Justice under the Hart

- Scott

- Rodino Antitrust Improvements Act of 1976 and (ii) receipt of necessary shareholder approvals. 9 A redacted copy of the Merger Agreement is attached as Exhibit C.Joint Application for Transfer of International Route Authorities

8 The propos ed merger of AA and US Airways will be completed pursuant to a plan of reorganization confirmed in AMR’s bankruptcy proceeding and is expected to occur in the third quarter of 2013. Background with respect to the proposed merger and its relationship to th e bankruptcy proceeding is provided in the attached Joint Statement of Doug Parker, C EO of US Airways and T om Horton, C EO of A merican Airlines , on March 19, 2013, before the Senate Judiciary Committee Subcommittee on Antitrust, Competition Policy and Consu mer Rights; 10 as well as the attached Statements of Stephen L. Johnson, Executive Vice President, Corporate and Government Affairs of US Airways, Inc. , and Gary F. Kennedy, Senior Vice President , General Counsel and Chief Compliance Officer of American Airl ines, Inc., on February 26, 2013, before the United States House of Representatives Committee on the Judiciary, Subcommittee on Regulatory Reform, Commercial and Antitrust Law. 11 The Department’s de facto transfer doctrine provides that “when two or more carriers each holding international route authority come under common ownership and control, a de facto transfer of authority has taken place under section 41105 of the Statute.” 12 In light of the Merger Agreement and the plans to combine the carriers, the Joint Applicants request that the Department: (1) approve the de facto transfer to AA of all International Route Authorities held by US Airways, PSA, and Piedmont; (2) reissue
th e International Route Authorities issued to US Airways, PSA, and Piedmont in the names of the current holders and/or AA and Eagle ; and (3) reissue the International

10 A copy of Mr. P arker’s and Mr. Horton’s Joint Statement is attached as Exhibit D. 11 Copies of Mr. Johnson’s and Mr. Kennedy’s Statements are attached as Exhibits E and F, respectively. 12 DOT Order 2009

- 1

- 8 (Delta/Northwest), p.3 (citing DOT Order 2001

- 12

- 15, p.8 (Atlas/P olar)). See also DOT Order 2011

- 11

- 17, p.2 (Southwest/AirTran); DOT Order 2011

- 3

- 14, p.5, fn10 (United/Continental/Air Micronesia/Continental Micronesia); DOT Order 2000

- 9

- 4, p.2, fn3 (Delta/Comair); and DOT Order 1989

- 3

- 21, p.2, fn.2 (Federal Express/Fly ing Tiger Line).Joint Application for Transfer of International Route Authorities

9 Route Authorities issued to AA and Eagle in the names of the current holders and/or US
Airw ays, PSA, and Piedmont. The de facto transfer to American of the International Route Authorities held by US Airways, PSA, and Piedmont is fully consistent with the public interest standards under 49 U.S.C. § 41105. New American will become one of the w orld’s premier airlines by combining two complementary end

- to
- end networks with no nonstop overlapping international routes, and only 12 overlapping domestic airport pairs. The merger, and the transfer to AA and Eagle of US Airways’ , PSA’s, and Piedmont’s International Route Authorities, will generate substantial and important consumer and competitive benefits for U.S. passengers and shippers. With critical gaps in its route network filled, New American will compete vigorously against Delta and United, as well as foreign carriers. The public interest benefits created by New American are substantial, and clearly warrant granting the Joint Application:

• AA’s and US Airways’ networks are highly complementary, and include no overlaps on international city pair s.

• The combination will provide consumers and communities with the following substantial benefits:

o More robust network offering more nonstop flights to more destinations o Ability to connect more passengers to more places across a more efficient network o No hub closures o Expanded global access for small and medium

- sized communities o More efficient passenger routings leading to shortened consumer travel times o Optimized fleet utilization enabling the carrier to match aircraft type to consumer demand and length of flight, thereby increasing fuel efficiency and enhancing serviceJoint Application for Transfer of International Route Authorities

10 o A single airline that can more successfully compete with the largest U.S. carriers including Delta, United, and Southwest o Enhanced competition among the three large airlines alliances ( one world, SkyTeam, and Star Alliance) o Best

- in

- class elite frequent flyer program, with more ways to earn and redeem miles from a global network of routes and partnerships o Additional investments in products and services to improve the travel experience

• The co mbination will remedy gaps in each of AA’s and US Airways’ current networks

– gaps difficult to fill through organic growth

– producing substantial consumer and competitive benefits:

o Internationally, New American’s broader domestic foundation will provide a broader, more diversified airline that spans nearly every region of the world, including:

 A well

- developed network serving 30 cities in Central and South America

 A growing Trans

- Pacific network

– including service to Beijing, Shanghai, Tokyo, and , star ting May 9 , service to Seoul

– that is better able to compete against Delta and United (which both enjoy historical advantages in providing air service to this region), while also creating a strong platform for growth in Asia

– both from U.S. gateways and to new Asian destinations

 A broader Trans

- Atlantic presence that offers service to 21 destinations in Europe and the Middle East over 52 city pair routes 13

 A one world alliance with presence to act as a true third competitor to SkyTeam and Star Alliance

 Unique opportunities for New American to offer new international nonstop flights that neither AA’s or US Airways’ stand

- alone traffic could support

o Domestically, New American will combine two end

- to
- end networks, giving it a significant presence throughou t the entire United States, serving 218 destinations, 14 including:

 Service to over 150 small and medium

- sized community airports, more than any other airline, giving these points

13 Source: Diio 2013 published schedules as of January 25, 2013. 14 Source: Diio 2013 published schedules as of January 25, 2013.Joint Application for Transfer of International Route Authorities

11 expanded service to both domestic and international destinations 15

 New connections for many cities in the Central United States to US Airways’ hubs along the East Coast, and new connections for many cities in the Eastern United States to AA hubs in the Midwest and Texas

 Expanded service options, improved connectivity, additio nal routes, and shortened overall elapsed travel times throughout New American’s entire domestic network: o Improved access between Eastern and Central U.S. cities o Improved North

- South connectivity between cities on the East Coast o More efficient transcontine ntal routings o A more effective competitor with presence in the West/Southwest

 Expanded options among domestic hubs and routes thus increasing passenger convenience

 Increased ability to accommodate passengers during irregular operations scenarios

 Further g rowth of new nonstop domestic routes that neither carrier’s stand

- alone traffic could support

• The merger will improve the viability of New American and make it a premier global carrier with:

o Substantial synergies creating financial strength and flexibility, resulting in a secure company able to withstand unstable conditions in the global economy and volatile fuel prices o Opportunities in both the short

- and long

- term to expand its global services o Enhanced competition against Delta, United, and oth er carriers for global corporate accounts

• Employee benefits from a financially more resilient carrier include:

o Historic new precedent for labor

- management partnership within the airline industry o Job security and greater career opportunities o Better pay an d a path to compensation and benefits comparable to those enjoyed by employee counterparts at Delta and United o Pilots, flight attendants, mechanics, and fleet service unions partnering with their counterparts to determine representation and single agreemen t protocols

15 Source: Diio peak day March 2013, small

- hub/non

- hub airport list from FAA based on 2011 enplanements.Joint Application for Transfer of International Route Authorities

12 o Labor agreements in effect for six years post

- closing

• The transaction will enhance the overall U.S. trade position in the international air transportation marketplace, and further advance the international aviation policy objectives of the Uni ted States. For the foregoing reasons, as presented in more detail below, the Department should promptly grant the relief that the Joint Applicants are requesting.

II. THE JOINT APPLICANTS
AA is a corporation organized and existing under the laws of the Stat e of Delaware, with its principal office at 4333 Amon Carter Boulevard, Fort Worth, Texas 76155. AA is a citizen of the United States within the meaning of 49 U.S.C. § 40102(a)(15)(C), is a U.S.

- certificated air carrier, and is fit, willing, and able to p rovide the services contemplated by this Joint Application. AA holds various International Route Authorities to provide foreign air transportation of persons, property, and mail. Eagle is a corporation organized and existing under the laws of the State of Delaware, with its principal office at 4333 Amon Carter Boulevard, Fort Worth, Texas 76155. Eagle is a citizen of the United States within the meaning of 49 U.S.C. § 40102(a)(15)(C), is a U.S.

- certificated air carrier, and is fit, willing, and able to provide the services contemplated by this Joint Application. Eagle holds various International Route Authorities to operate provide air transportation of persons, property, and mail. US Airways is a corporation organized and existing under the laws of the State of Delaware, with its principal office at 111 West Rio Salado Parkway, Tempe, Arizona 85281. US Airways is a citizen of the United States within the meaning of 49 U.S.C. § 40102(a )(15)(C), is a U.S.

- certificated air carrier, and is fit, willing, and able to provideJoint Application for Transfer of International Route Authorities

13 the services contemplated by this Joint Application. US Airways holds various International Route Authorities to operate provide air transportation of persons, property , and mail. PSA is a corporation organized and existing under the laws of the State of Pennsylvania, with its principal office at 3400 Terminal Drive, Vandalia, Ohio 45377. PSA is a citizen of the United States within the meaning of 49 U.S.C. § 40102(a)(1 5)(C), is a U.S.

- certificated air carrier, and is fit, willing, and able to provide the services contemplated by this Joint Application. PSA holds various International Route Authorities to provide foreign air transportation of persons, property, and mail

. Piedmont is a corporation organized and existing under the laws of the State of Maryland, with its principal office at 5443 Airport Terminal Road, Salisbury, Maryland 21804. Piedmont is a citizen of the United States within the meaning of 49 U.S.C. §
40 102(a)(15)(C), and is registered as an Air Taxi Operator and Commuter Air Carrier under part 298 of the Regulations of the Department of Transportation. Upon consummation of the merger, the Joint Applicants will continue to be citizens of the United States , and will remain fit, willing and able to perform the air transportation authorized by their respective authorities. Pursuant to Rule 24 of the Department’s Rules of Practice, the Joint Applicants request that the Department take official notice of all i nformation previously filed to establish their fitness, as well as the information the Joint Applicants will submit to the Fitness Division.Joint Application for Transfer of International Route Authorities

14 III. THE AA - US AIRWAYS ROUTE TRANSFER MEETS THE STATUTORY CRITERIA AND DEPARTMENT PRECEDENT FOR APPROVAL.
A. Applicable Statutory Standards and Policy Objectives. “A certificate may be transferred under section 41105 of the statute if the Department determines that the transfer is in the public interest.” 16 In making this public interest determination, the Department consi ders whether the certificate transfer would “conflict with important international aviation policy objectives, whether the surviving entities are U.S. citizens, and whether they will be fit to hold their authority.” 17 Furthermore, section 41105(b) “require s the Department to analyze the impact of the transaction on the viability of the carriers involved, on competition in the domestic airline industry, and on the trade position of the United States in the international air transportation market.” 18 The Dep artment has consistently recognized a presumption in favor of approving route transfer applications, such as the one at hand, provided that, “they do not conflict with important international aviation policy objectives and are not otherwise inconsistent
wi th the public interest.” 19 Indeed, the Department has observed that since deregulation “the marketplace is generally a far better allocator and provides a far more efficient solution in the long term than does government interference.” 20

16 DOT O rder 2011

- 11

- 17, p.3 (Southwest/AirTran); DOT Order 2011

- 3

- 14, p.4 (United/Continental/Air Micronesia/Continental Micronesia); and DOT Order 2009

- 1

- 8, p.4 (Delta/Northwest). 17 Id

. 18 Id (citing DOT Order 2000

- 9

- 4, p.2 (Delta/Comair)). 19 DOT Order 2006

- 9

- 25, p.3

- 4 (Delta/United), DOT Order 2000

- 6

- 7, p.3 and fn.4 (UPS/Challenge). See also DOT Order 2000

- 9

- 4, p. 2 (Delta/Comair) and DOT Order 2000

- 8

- 5, p.3 and fn.4 (Fine/Arrow). The Department’s statutory jurisdiction is limited to the review of the transfer of international route authority under the public interest standards set forth in 49 U.S.C. § 41105 and to the continuing fitness of the Joint Applicants. ( See DOT Order 1989

- 3

- 21, p.7

- 8 (Federal Express/Flying Tiger Line). 20 DOT Order 1992

- 4

- 33, p.20 (De lta/Pan American).Joint Application for Transfer of International Route Authorities

15 As the following di scussion, as well as separate responses into citizenship and fitness , will show the requested transfer of International Route Authorities will advance important international aviation policy objectives, and New American will continue to be a U.S. citizen a nd fit to hold the authority. Thus, the Joint Application fully satisfies the statutory public interest standards for Department approval under 49 U.S.C. § 41105. Furthermore, granting the Joint Application will enhance domestic competition, improve New American’s long term viability, and benefit the carrier’s employees; while simultaneously having a positive impact on the U.S. trade position for international air transportation.

B. The Proposed Route Transfer Is In the Public Interest Because It Will Pr oduce Substantial and Important Public Benefits. The creation of New American is in the public interest because it will generate important and substantial public benefits for U.S. passengers, shippers, communities, and airline workers. New American will offer greatly expanded domestic and international options for travelers, competing globally with U.S. and foreign carriers, and enhancing competition among global alliances.

1. Public Benefits from New American Are Based on the Combination of US Airways’ an d AA’s Complementary Route Structures and Aircraft Fleets

. As stand

- alone carriers, the Joint Applicants have complementary route networks. When these networks are joined end

- to
- end as New American, a world

- class global network is created, leading to sub stantial public benefits. Combining the AA and US Airways fleets will significantly increase New American’s ability to match capacity with demand, leading to even greater public benefits.Joint Application for Transfer of International Route Authorities

16 a. New American Combines Complementary International Route Networks Without Any Overlapping Nonstop Routes. The com plementary route structures of t he Joint Applicants are depicted in Figure 1 below, as is the world

- class global network that is created through formation of New American. Figure 1: New American Forges the Ne tworks of AA and US Airways into a Single, World - Class Global Network

Only international routes shown. Source: Diio 2013 published schedules as of January 25, 2013. The complementary coverage of the existing AA and US Airways networks mesh neatly togeth er, with AA bringing service throughout Central and South America, as well as service to Europe and Asia; while US Airways significantly grows the number of destinations served in Europe and the Middle East. Both carriers also provide non

overlapping shor t
- haul international service. The result is an enhanced network that is far better positioned to compete in the global marketplace.Joint Application for Transfer of International Route Authorities

17 AA and US Airways have no international nonstop overlapping routes, as shown in Figures 2(a) and 2(b). Figure 2(a): AA an d US Airways Have No Nonstop Overlapping Routes Between the United States and Central and South America or Asia

Source: July, 2013 OAG, includes seasonal and weekend

- only services. AA’s broad Latin American network operates from Dallas/Ft. Worth, Miami, and New York (all sources of local traffic); while its Trans

- Pacific flights operate from New York, Chicago, Dallas/Ft. Worth and Los Angeles. US Airways’ Latin American system consi sts of four flights: between Charlotte and San Jose, Costa Rica; Belize City, Belize; Sao Paulo (beginning June 8, 2013) and Rio de Janeiro, Brazil; and between Phoenix and San Jose, Costa Rica. US Airways does not operate any Trans

- Pacific flights.Joint Application for Transfer of International Route Authorities

18 Fi gure 2(b): American and US Airways Have No Nonstop Overlapping Routes Between the United States and Europe/the Middle East

Source: July, 2013 OAG, includes seasonal and weekend

- only services. AA and US Airways utilize different U.S. gateways for their Trans

- Atlantic services. AA operates Trans

- Atlantic service from seven gateways: Boston, Chicago, Dallas/Ft. Worth, Los Angeles, Miami, New York, and Raleigh/Durham. US Airways concentrates its Europe and Middle East flying at its well

- positioned hubs i n Charlotte, and Philadelphia. There are no nonstop overlapping routes anywhere on the two carriers’ international networks.

b. New American’s Comprehensive Fleet Mix Will Allow Far Greater Scheduling Flexibility. The AA and US Airways fleets also compleme nt each other by offering a full spectrum of aircraft sizes for long

- haul, short

- haul, and regional international services, as shown in Figures 3(a)

- 3(c). As a result, New American will have greater ability to match seat capacity with passenger demand and length of flight. As Figure 3(a) shows, New American will not only have a wide range of seating capacities among its long

- haul international aircraft; but will have aircraft with seatJoint Application for Transfer of International Route Authorities

19 capacities consistently spaced throughout this range that it can offer on any given long

haul international route.

Figure 3(a): New American’s Fleet Will Allow it to Place the Right Aircraft in the Right Place At the Right Time

Aircraft numbers include scheduled deliveries for 2013. Source: usairways.com and AA Form 10

- Q for Q3 2012 US Airways’ A330

- 200/300 aircraft fill the capacity gap between AA’s 777

- 200 and 777

- 300 aircraft, while AA’s 767

- 300 and 777

- 200 aircraft provide a bridge between US Airway s’ 767 and A330 aircraft. Filling these gaps gives New American far greater flexibility to place the right size aircraft on long

- haul international route s , and dynamically adjust the allocation of these aircraft to meet seasonal changes in demand. In the same manner, New American will have the right size aircraft on short

- haul international route s . As shown in Figure 3(b), the US Airways E190, A319, and A321 aircraft significantly broaden the range of capacities that New American can match with demand, i ncluding seasonal fluctuations. 14 102 58 47 5 24

10

12 9 0 20 40 60 80 100 120 140

151- 175 (AA B767-200) 176-200 (B757-200) 201-225 (AA B767-300 US B767-200) 226-250 (B777-200) 251-275 (A330-200) 276-300 (A330-300) >300 (B777-300) US Airways AA
Number of Aircraft in Fleet

Number of Seats (Equipment Type)Joint Application for Transfer of International Route Authorities

20 Figure 3(b): New American Fleet Will Allow it to Precisely Match Aircraft Sizes with Short - Haul International Routes

Source: usairways.com and AA Form 10

- Q for Q3 2012 Finally, New American’s ability to match aircraft size with demand will extend to
trans
- border routes to Canada and Mexico (and the Caribbean) many of which are served with regional aircraft. As Figure 3(c) shows, New American w ill have a mix of turboprop and regional jet aircraft with seating capacity evenly spaced over a wide
range. 190 186

20 93 32 72

79 0 50 100 150 200 250 300

<100 (E190) 100-124 (A319) 125-149 (AA S80 US B737) 150-174 (AA B737 US A320) >175 (A321) US Airways AA

Number of Aircraft in Fleet

Average Number of Seats (Equipment Type)Joint Application for Transfer of International Route Authorities

21 Figure 3(c): New American’s Fleet Will Allow it to Precisely Match Regional Aircraft Sizes on Smaller International Routes Average Number of S eats Aircraft Types Offered By AA Aircraft Types Offered By US Airways <40 ERJ

- 135 Dash

- 8 100/200 40

- 49 ERJ

- 140

-- 50

- 59 ERJ

- 145, CRJ

- 200 ERJ

- 145, CRJ

- 200, Dash

- 8 300 60

- 69 CRJ

- 700, ATR

- 72 CRJ

- 700, ERJ

- 170 70

- 79 ERJ

- 175 CRJ

- 900 80

- 89

-- ERJ

- 175 Includes aircraft operated by regional partner carriers, and recently announced capacity purchase agreements. Source: aa.com and usairways.com New American’s fleet will facilitate an expanded online network, with the flexibility to adapt to changing marke t conditions, both seasonal and economic. This network will offer travelers a greater number of frequencies, more flexible scheduling, and more destinations. By providing these benefits to travelers, New American will enhance competition with other major U.S. carriers and their international alliance partners. Moreover, when combined with American’s new aircraft order which includes B

- 777 and
B

- 787, as well as Airbus aircraft, the opportunity for additional international routes increases dramatically.

2. Enhanced Global Network Competition from New American Is a Significant Public Benefit. The addition of US Airways service to the one world alliance will enhance global network competition and create significant public benefits with no loss of existing competition. New American will link two complementary, non

- overlapping international route networks in a way that substantially increases glo bal network competition and expands competitive online service options. Indeed, as Figure 4 shows, integrating theJoint Application for Transfer of International Route Authorities

22 AA and US Airways networks will give travelers across the combined network enhanced access to 192 destinations around the world that were pr eviously served by one of the Joint Applicants but not both. The creation of new on

- line connections is a significant public benefit. Figure 4: Travelers on New American Will Receive Enhanced Access to 192 Cities Previously Only Served by One of the Joint Applicants

Source: Diio 2013 published schedules as of January 25, 2013Joint Application for Transfer of International Route Authorities

23 As a member of one world, New American will also generate enhanced inter

alliance competition with rivals SkyTeam 21 and Star Alliance. 22 SkyTeam and Star Alliance both generate im mense traffic flows from destinations around the world, over extensive, multi

- carrier networks. 23 These alliances also benefit from grants of antitrust immunity. United enjoys antitrust immunity with six European carriers and Air Canada, 24 COPA (Panama), 25 Air New Zealand, 26 ANA (Japan), 27 and Asiana (Korea) 28 . Delta has antitrust immunity with four European carriers, 29 four Australia/New Zealand carriers, 30 and Korean Airlines. 31 New American will give

one world better coverage throughout the United States, part icularly in Eastern region, creating a robust third competitor for international travelers among global alliances, as shown in Figure 5.

21 The following carriers as part of SkyTeam: Aeroflot, Aerolineas Argentinas, Aeromexico, Air Europa, Air France, Alitalia, China Airlines, China Eastern, China Southern, Czech Airlines, Delta Air Lines, Kenya Airways, KLM, Korean Air, M iddle East Airlines, Saudia, TAROM, Vietnam Airlines, Xiamen Air. ( See http://www.skyteam.com/en/About

- us/Our

- members) 22 The following carriers as part of Star Alliance: Adria, Aegean, Air Canada, Air China, Air New Zealand, ANA, Asiana Airlines, Austrian , Avianca

- TACA, Brussels Airlines, Copa, Croatia Airlines, EgyptAir, Ethiopian, LOT, Lufthansa, SAS, Shenzhen Airlines, Singapore Airlines, South African Airways, Swiss, TAM, TAP, Thai, Turkish Airlines, and United. ( See http://www.staralliance.com/en/) 23 These network continue to grow. For example , Delta’s recent purchase of a 49% ownership stake in Virgin Atlantic and intent to seek antitrust immunity. ( See “Virg in Deal to Boost Delta's Trans

- Atlantic Reach”, Susan Carey and Jack Nicas, The Wall Street Journal, December 11, 2012 available at http://online.wsj.com/article/SB10001424127887324478304578173003312916158.html .) 24 See DOT Orders 2007

- 2

- 16 and 2006

- 12

- 17. 25 See DOT Orders 2001

- 5

- 1 (transferred to United by DOT Order 2011

- 3

- 14). 26 See DOT Orders 2001

- 4

- 2. 27 See DOT Order 2010

- 11

- 10. 28 See DOT Order 2003

- 5

- 18. 29 See DOT Order 2008

- 5

- 32 and DOT Order 2008

- 4

- 17 (Air France, Alitalia, Czech Airlines, and KLM) 30 See DOT Order 2011

- 6

- 9 (Virgin Australia, Virgin Blue, Pacific Blue (Australia) and Pacific Blue (New Zealand)). 31 See DOT Order 2002

- 6

- 18.Joint Application for Transfer of International Route Authorities

24 Figure 5: New American Facilitates Balanced Competition Among Three Global Alliances

Source: Diio 2013 published schedules as of January 25, 2013. In short, New American will promote the Department’s objective of enhancing global network competition both among carriers and among global alliances. 32 Enhancing global network competition is a key objecti ve of the Department’s international aviation policy: [W]e believe it is... important to recognize that the rapid growth and development of global airline alliance networks requires an additional perspective on competitive impact

– the perspective of a world wide aviation market in which travelers have multiple competing options for reaching destinations over multiple intermediate points... Thus a significant element in antitrust analysis is the extent to which facilitating airline integration (through antitrus t immunity or otherwise) can enhance overall competitive conditions.

32 See DOT Order 2010

- 2

- 8, p.14 ( one world show cause order), and DOT Order 2005

- 2

- 14, p.19 (U.S.

- China Air Service case).Joint Application for Transfer of International Route Authorities

25 DOT Order 1996

- 5

- 26, p.18

- 19 (Delta/Swissair/Sabena/Austrian). Transfer of the US Airways, PSA, and Piedmont I nternational Route Authorities to AA and Eagle will offer consumers “multiple competing options for reaching destinations over multiple intermediate points”, 33 and create a global competitor rivaling Delta and United. New American will also compete more effectively against large, profitable foreign carriers, such as Star a lliance member Lufthansa (which now owns Austrian, Brussels Airlines, and Swiss) and SkyTeam member Air France/KLM , as well as the rapidly expanding Gulf carriers.

3. The Route Transfer Will Enhance Trans

- Pacific Competition Creating Additional Public Benefi ts. New American will connect AA’s existing Trans

- Pacific network with a broader integrated domestic network. This expanded domestic network, which includes service to 48 new cities in the East not served by AA, will provide increased traffic feed from

m ore points in the United States. This increased traffic will support New American’s existing Trans

- Pacific network and open the door to growth at additional Asia

- Pacific destinations, thereby creating additional public benefit. This significant public be nefit comes with no loss of competition on nonstop routes as US A irways and American have

no non stop overlaps on Trans

- Pacific routes. This domestic network support is critical given the historical advantages United (via its acquisition of Pan Am’s Pacif ic Division in 1985) and Delta (via its acquisition of Northwest in 2008) have enjoyed in the region as unrestricted incumbents under the 1998 U.S.

- Japan Memorandum of Consultations. This status has allowed United and

33 DOT Order 1996

- 5

- 26, p.18 ( Delta/Swissair/Sabena/Austrian).Joint Application for Transfer of International Route Authorities

26 Delta not only to provide numerous fl ights to/from Japan, but also to develop extensive beyond

- Japan networks within the Asia

- Pacific region. With its domestic network supporting Asia services, New American will significantly increase the availability of service options for travelers and ship pers between the United States and Asia, and compete more effectively against rival alliances and their member carriers with operations across the Pacific.

4. The Route Transfer Will Significantly Benefit Consumers by Giving Them Increased Connectivity and More Options for Travel Between the United States and Central and South America. AA currently offers extensive service between the United States and Central and South America, providing flights from Dallas/Ft. Worth, Miami, and New York. Each of these hub s not only provides connections to Central and South America, but are strong sources of local traffic in their own right. By contrast, US Airways’ Latin American system consists of only five flights: between Charlotte and Belize City, Belize; Rio de Ja neiro and Sao Paulo (beginning June 8, 2013), Brazil; and San Jose, Costa Rica; and between Phoenix and San Jose, Costa Rica. 34 AA and US Airways do not provide overlapping nonstop service on any international route between the U.S. and Central/South Amer ica. Accordingly, the proposed transfer will not result in any reduction of competition on nonstop routes. Instead, by integrating AA’s existing network in the Midwest and Texas with US Airways’ East Coast network, US Airways passengers and communities i n particular will benefit from having access to three new Latin American gateways, and a much broader choice of destinations throughout Central and South America.

34 US Airways also provides Saturday

- only service between Charlotte and Liberia, Costa Rica.Joint Application for Transfer of International Route Authorities

27 New American will provide improved connectivity for all of its customers between the United S tates and Central/South America, with consumers able to choose the routing and gateway that is most convenient for them. I n total, New American will offer service on the greatest number of routes, to the largest number of Central and South American destin ations. Supported by a broader domestic network than either US Airways or AA coul d offer, New American will provide this service from five gateways covering five regions of the United States: the Southeast (Charlotte), the South Atlantic (Miami), the Nort heast (New York), Texas (Dallas/Ft. Worth), and the Southwest (Phoenix).

5. The Route Transfer Will Enhance Trans

- Atlantic Competition and Create Significant Public Benefits. New American will be a much more effective Trans

- Atlantic competitor than the Joint Applicants on a stand

- alone basis. The combined carrier will offer service to 21 destinations in Europe and the Middle East. This service will be primarily provided from four East Coast Trans

- Atlantic gateways in Boston, Charlotte, New York, and
Ph iladelphia. All four of these gateways will draw on New American’s broader integrated domestic network, especially in the Eastern United States, to feed traffic. 35 This improved service will be a significant public benefit. New American will also provide Trans

- Atlantic service from Chicago, Dallas/Ft. Worth, Los Angeles, Miami, and Raleigh

- Durham. Beyond simply having high levels of local demand, these gateways will similarly benefit from New American’s extensive network in both the Eastern and Central a nd Midwest, augmenting the traffic Chicago

35 F or example, Charlotte currently connects to 108 U.S. points, while Philadelphia connects to 86 domestic points. ( See US Airways Q1 2013 Fact Sheet Updated Jan. 1, 2013, available at www.usairways.com; and Diio, Peak Day March 2013.)Joint Application for Transfer of International Route Authorities

28 and Dallas/Ft. Worth already draw via their established domestic networks (99 and 140 connections in the contiguous U.S., respectively 36 ). New American will also provide customers of both AA and US Airways with an expanded choice of Trans

- Atlantic destinations. Indeed, 12 of the 21 Trans

- Atlantic destinations served by New American will be cities that were served by only one of AA or US Airways. 37
With nine Trans

- Atlantic gateways, a robust domestic network, and a wider range of Trans

- Atlantic destinations, the end result for consumers is increased choice. Consumers will be able to select the gateway, destination, routing, itinerary, and flight times that best meet their needs. Trans

- Atlantic alliance competition will be similarly strengthened. Relative shares among the three major carrier alliances will become more balanced as one world members and their passengers benefit from the addition of the broader East Coast network of US Airways. Currently, Star Alliance receives over 50 percent of the revenue from flights between the Eastern U.S. and Europe; SkyTeam roughly one

- third, and one world less than 15 percent. 38 However, as Figure 6 shows, with New American
in one world, the three alliances will become much more competitive with each other. 39

36 Source: Diio peak day March 2013. 37 Current AA customers will receive new access to Amsterdam, Athens, Brussels, Glasgow, Lisbon, Munich, Shannon, T el Aviv, and Venice; while current US Airways customers will receive new access to Dusseldorf, Helsinki, and Milan. 38 Source: FY 2011 Superset Revenue for U.S. carriers. 39 one world would remain the smallest alliance by revenue share, still receiving less than 30% between the Eastern U.S. and Europe.Joint Application for Transfer of International Route Authorities

29 Figure 6: New American Will Enhance Trans - Atlantic Alliance Competition Between the East Coast and Europe

Source: FY11 Superset Revenue, U.S. carriers only Alliance competition will also benefit as New American increases the overall number of destinations served in the U.S. by one world. New York (JFK) is the largest O&D city in the world. As such, AA successfully relies on local traffic to support its Trans

- Atlantic service, without needing a broad network of connecting cities behind it. Indeed, AA currently serves only 10 Eastern U.S. cities with connections at New York (JFK) that are not also served nonstop by one world alliance partner, British Airways. 40 While JFK is a fantastic airport from which to serve the local New York market, infrastructure constraints make it less optimal as a connecting hub for traffic to the interior United States. Thus, American and its one world partners have been at a disadva ntage to the connecting gateways of Star Alliance at Newark and Washington; and SkyTeam in Atlanta. As a result, one world currently receives just over 5 percent of

40 Source: Diio Mi March 2012, Peak Day Schedule.Joint Application for Transfer of International Route Authorities

30 the total alliance connecting revenue flowing over East Coast Trans

- Atlantic gateways. 41 By contrast, US Airways’ Philadelphia and Charlotte gateway hubs are designed and scheduled to support Trans

- Atlantic services by maximizing connections with broad, behind

- gateway networks that cover much of the eastern half of the United States. As a resul t, New American will add nearly 100 connecting cities in the Eastern and Central United States served by US Airways from its Philadelphia and Charlotte gateways, that are not served nonstop by British Airways. 42 This will increase

one world’s penetration in the Eastern and Central United States ten

- fold, as depicted in Figure 7. Figure 7: New American Will Give oneworld Enhanced Penetration in the Eastern and Central United States

Source: Diio Mi March 2012 Peak Day Schedule

41 Source: Superset Connecting Revenue, FY 2011. 42 Source: Diio Mi March 2012, Peak Day Schedule.Joint Application for Transfer of International Route Authorities

31 With New American serving many more domestic cities, one world will offer on

line connections on a level competitive with the other alliances. The result will be more balanced, three

- way allocation of Trans

- Atlantic connecting revenue among the three carrier alliances, as shown in Figu re 8. Figure 8: New American Enhances oneworld’s Ability to Co mpete for Connecting Revenue Between the U.S. and Europe

Source: FY2011 Superset Connecting Revenue The creation of New American will enhance Trans

- Atlantic competition among both carriers and alliances. New American will offer Trans

- Atlantic service to 21 points in Europe and the Middle East

– more than either of the Joint Applicants could offer on their own

– from nine gateways 43 , including five on the East Coast. Travelers will receive e xpanded choice in destinations, with 12 European and Middle Eastern cities previously served by only AA or US Airways; as well as expanded choice of routings, itineraries, and flight times. New American’s extensive domestic network will ensure the

43 The nine U.S. gateways are: Boston, Charlotte, Chicago, Dallas /Ft. Worth, Los Angeles, Miami, New York (JFK), Philadelphia, and Raleigh

- Durham.Joint Application for Transfer of International Route Authorities

32 sustain ability of these services, and fuel opportunities for network expansion. At the same time, inter

- alliance competition will be enhanced

– one world’s increased U.S. presence will enable it to provide connecting services that compete with those offered by St ar Alliance and SkyTeam, making one world a true third competitor for connecting
passenger revenue.

IV. THE ROUTE TRANSFER WILL MAKE NEW AMERICAN A MORE VIABLE CARRIER THAN STAND - ALONE AA OR US AIRWAYS. The synergies driven by the creation of New American, a nd the enhanced service offering to passengers, will positively affect the viability of the Joint Applicants as soon as AA and US Airways are commonly controlled. Even greater benefits will accrue as AA and US Airways integrate, and eventually consolidate under a single operating certificate. New American is compelling because the end

- to
- end combination of AA and US Airways will produce over $1 billion in net annual cost and network synergies. As shown in Figure 9 below, the total expected synergies fro m the creation of New American is over $1.4 billion, offset by approximately $400 million which we have agreed to share with our employees through increased compensation.Joint Application for Transfer of International Route Authorities

33 Figure 9: New American Will Produce Over $1 Billion in Annual Network and Cost Synergies 

## Synergies (millions) Network Revenue Synergies $900 Cost Synergies $550 Labor Harmonization ($400) Total Synergies in 2015 $1,050

These synergies will create a more financially secure company with additional resources to weather increases in fuel prices and uncertain economic conditions. One of New American’s largest synergies will be from the elimination of gaps in AA’s and US Airways’ current international route networks, as discussed above. Indeed, the Department has previous ly held that route transfers “have a beneficial impact” on carrier viability where the routes to be transferred fill a “critical gap”. 44 These synergies will enable New American to compete vigorously and efficiently against U.S. and foreign air carriers i n the intensely competitive global air transportation arena. Enhancing the financial position of the carriers will also generate opportunities for the combined carrier to expand the international services it offers, and reinvest in new products and servic es to benefit consumers.

44 See DOT Order 2006

- 9

- 25, p.4 (Delta/United)(citing the transfer of a New York

- London route as filling a “critical gap” in Delta’s international network at JFK).Joint Application for Transfer of International Route Authorities

34 V. THE ROUTE TRANSFER WILL ENHANCE DOMESTIC AIRLINE COMPETITION. The Department’s review of the effect of the proposed international route transfer on domestic competition is limited, and does not include responsibility for eval uating the domestic competition implications of an airline merger, as Congress has assigned that task to the Department of Justice. DOT has acknowledged that Congress “narrowed [the] scope of [DOT’s] public interest inquiry” such that the Department’s “f ocus is on international aviation policy issues” while antitrust issues are considered more properly addressed by the Department of Justice as they are “beyond the scope of inquiry under Section 401(h)”. 45 As such, the Department’s review is limited to the transfer of routes over which it has jurisdiction under 49 U.S.C. § 41105, 46 while any domestic competition concerns are primarily addressed by the Department of Justice. Nevertheless, the approval of th e de facto route transfer from US Airways to AA will position New American to better compete in this dynamic domestic marketplace, but not at the expense of competition.

A. Domestic Competition in the Airline Industry is Intense. Competition in the airl ine industry has never been more intense. Through recent mergers, United/Continental, Delta/Northwest and Southwest/AirTran have developed and expanded their networks in a quest to deliver passengers what they want. These

45 DOT Order 1989

- 3

- 21, p.7

- 8 (Federal Express/Flying Tiger Line). See also DOT Order 2000

- 9

- 4, p.3, fn5 (Delta/Comair) and DOT Order 1998

- 8

- 16, p.16 (AIA/Kitty Hawk Aircargo). 46 See DOT Order 1991

- 9

- 53, p.23 (Delta/Pan American)(admitting DOT has “no section [41105] jurisdiction” over purely domestic competition issues, but stating: “[t]he consequences of the transaction other than the route transfer at issue here are relevant to our competitive analysis for only one purpose

– to define further the present competitiv e environment upon which we must evaluate the effect of the transfer of the routes that is at issue here” (emphasis in original)).Joint Application for Transfer of International Route Authorities

35 carriers provide more choices an d better service for passengers today than before their
mergers. Domestic competition will remain vigorous. Upon closing of the merger, New American will have a 24.5 percent share of domestic available seats miles. New American will compete against the nationwide networks of Delta with a 20 percent share, United with an 18 percent share, and Southwest with an 18 percent share. 47 New American will also compete against a host of lower cost carriers (“LCCs”), including Allegiant, Frontier, JetBlue, Southw est, Spirit, and Virgin America. LCCs have continued to refine their business models and exert significant competitive pressure on the U.S. airline industry. LCCs have also diversified their services to attract corporate travelers, offering preferred boa rding and seating. As a group, LCCs have grown in each of the last three years, while the rest of the U.S. airline industry has shrunk, as shown in Figure 10.

47 Source: OAG, 2 nd Week of July, 2012.Joint Application for Transfer of International Route Authorities

36 Figure 10: LCCs Have Continued to Grow While the Rest of the Industry is Shrinking End of Year Year Over Year Changes in: LCC Seats Rest of Industry Seats LCC ASMs Rest of Industry ASMs 2010 0.7% (0.7%) 3.1% 1.1% 2011 3.7% (1.0%) 6.1% (0.8%) 2012 0.9% (2.0%) 3.4% (1.0%) Average **1.8%** (1.2%) **4.2%** (0.2%) Source: Diio, YE 2012

- 2012 Southwest, for example, has grown rapidly from a regional player to become the largest domestic carrier measured by enplanements, serving over 100 million customers annually. 48 Southwest is a formidable force in the industry and other LCCs have emulated Southwest’s p ractices with success. Today, LCCs offer nearly 29% of all available domestic seats, 49 and about 33% of all ASMs on U.S. domestic flights. In doing so, LCCs have garnered 23% of total revenues in the domestic marketplace. 50 Furthermore, LCCs are continuing to grow, both domestically and internationally. Spirit has been expanding its service at Dallas/Ft. Worth and has opened both crew and maintenance bases there; 51 and in 2014, the Wright Amendment will expire thus ending any remaining limits on S outhwest’s operations at nearby Love Field. JetBlue is reported to be considering expanding operations at Fort Lauderdale, “with most of that

48 Source: DOT’s BTS Statistics for 2012. 49 Source: Diio, FY 2012. LCCs include: Alleg iant, Frontier, JetBlue, Southwest, Spirit, Sun Country and Virgin America. 50 Source: U.S. Value Carrier Financial Results by Region (Third Quarter 2012), Aviation Daily, p.7, February 6, 2013, data provided by Oliver Wyman. (Results include: Allegiant, J etBlue, Southwest, Spirit, Sun Country and Virgin America.) 51 See “Spirit Airlines’ Strategy: Grow in D/FW but Don’t Get Greedy”, Terry Maxon, Dallas Morning News, July 4, 2012 available at http://www.dallasnews.com/business/airline

- industry/20120704

- spiri t
- airlines

strategy
- grow - in

- dfw

- but

- dont

- get
- greedy.ece and “Spirit Airlines to Open D/FW Crew base for Pilots, Flight Attendants”, Terry Maxon, Dallas Morning News, October 9, 2012 available at http://aviationblog.dallasnews.com/2012/10/spirit

- airlines

- to
- open - dfw

- crew - base

- for

- pilots

- flight

attendants.html/.Joint Application for Transfer of International Route Authorities

37 expansion designated for... the Caribbean and Latin America”; 52 while Southwest has made clear its intent to expand its international service in the future. 53 LCCs have had a profound impact on the domestic airline industry. LCCs will continue to challenge the network carriers in major U.S. cities, and that will continue to be the case after the Joint Application is a pproved. Indeed, New American will compete for passenger traffic with multiple LCCs in each of its hubs.

B. The Transaction Will Enhance Domestic Competition. The combination of the complementary operations of US Airways and A A will
create a wor ld

- class global network, offering consumers more destinations and flight options than either could offer separately. New American plans to retain all of the merging carriers’ existing hubs and offer service on 682 domestic routes to 218 destinations. But across this vast array of routes and city

- pairs, US Airways and AA overlap on only 12 nonstop domestic airport

- to
- airport routes, shown in Figure 11 below. 54

52 “JetBlue Considering Major Capacity Growth at Fort Lauderdale

- Hollywood”, Aviation Daily, p.7, February 6, 2013. 53 See “Domestic Giant Southwest Sticks Nose Into International Air”, Charisse Jones, USA Today, may 23, 2012 available at http://travel.usatoday.com/flights/story/2012

- 05

- 23/Domestic

- giant

- Southwest

sticks

- nose - into

- international

- air/55174412/1. 54 The twelve airport

- airport overlaps are: CLT

– DFW/LGA/MIA/ORD; DCA

– BNA/RDU; PHL

– DFW/MIA/ORD; and PHX

- DFW/LAX/ORDJoint Application for Transfer of International Route Authorities

38 Figure 11
– The Joint Applicants Only Have 12 Overlapping Nonstop Domestic Airport - to - Airport Ro utes

Source: Diio 2013 published schedules as of January 25, 2013 The limited number of these nonstop domestic overlaps compares favorably with the three most recent large airline mergers

– Delta/Northwest in 2008 (11 overlaps), United/Continental in 20 10 (13 overlaps), and Southwest/AirTran in 2011 (23 overlaps). 55 Each of these mergers was cleared after Justice Department antitrust review, and each was granted relief similar to what the Joint Applicants request herein.

55 Source: OAG, second week of July 2012.Joint Application for Transfer of International Route Authorities

39 Domestic competition will be enhanced by co mbining the complementary route structures of the Joint Applicants. New American will have the largest service offering of any carrier in the Eastern and Central United States, while also offering broader coverage in the west than either of the joint applicants could offer separately. Figure 12
– The Joint Applicants Will Provide the Most Service in the Eastern and Central United States While Having a Significant Presence in the West

Source: FY 2011 Superset Domestic Revenue As noted above, internationally, US Airways and AA have zero overlapping nonstop international flights; and among AA’s immunized partners, US Airways has only one nonstop international overlap, Philadelphia

- London, which is also served by British Airways. Regardless of how competition may be measured, this is a merger of highly complementary operations in a highly competitive marketplace. Indeed, it is because the operations of US Airways and American are so complementary and overlap so little that the me rger delivers such powerful passenger benefits.Joint Application for Transfer of International Route Authorities

40 VI. THE ROUTE TRANSFER WILL HAVE A POSITIVE EFFECT ON THE TRADE POSITION OF THE UNITED STATES IN THE INTERNATIONAL AIR TRANSPORTATION MARKET. The proposed route transfer will foster U.S.

- flag competition on a worldwide basis, and in particular geographic regions, by enabling the creation of a more effective and more expansive global U.S.

- flag competitor. Accordingly, the trade position of the United States in international air transportation markets will be en hanced by the creation of New American. New American will have a route network serving over 325 worldwide destinations, 56 including key capitals, business centers, and tourist destinations in Europe and the Middle East, Central and South America, Mexico, Ca nada, the Caribbean , and Asia. Moreover, the substantial domestic traffic feed generated by the combined domestic route networks of the Joint Applicants will provide the foundation on which New American can continue to develop existing international routes and gateways on a scale that the Joint Applicants could not achieve on their own. This enhanced international gateway development will provide new travel options for U.S. and foreign travelers. This, in turn, will enable the combined carrier to more effectively compete in the global marketplace, with the results of New American’s enhanced ability to compete positively affecting the trade position of the United States.

VII. THE MERGER WILL BENEFIT AA AND US AIRWAYS EMPLOYEES. The creation of New American and resulting transfer of the international routes at issue in this proceeding will benefit the Joint Applicants’ employees. The Joint Applicants are committed to fair and equitable integration of each carrier’s labor forces.

56 Source: OAG Schedules Peak Day Thursday July 2012.Joint Application for Transfer of International Route Authorities

41 Indeed, in a historic new precedent for labor/mana gement partnership in the airline industry, an integration process has already been agreed to by the pilot and flight attendant unions of both AA and US Airways, while mechanics and fleet service unions are working with their counterparts to determine repr esentation and single agreement protocols. Employees of New American will be part of a financially more secure airline that is better positioned to weather industry economic cycles and high fuel costs, providing employee job security, as well as industry c ompetitive compensation and benefits. Moreover, with over $1 billion in annual synergies expected from the creation of New American, including the integration of the Joint Applicants’ complementary route networks and the fact that no hubs will be closed, New American is expected to generate additional opportunities for international and domestic service expansion. Workers at the combined company will benefit from job growth opportunities that follow these service expansions.

VIII. APPROVAL OF THE JOINT APPLICA TION WILL FURTHER ADVANCE THE OBJECTIVES OF U.S. INTERNATIONAL AVIATION POLICY. In its Statement of U.S. International Aviation Policy, the Department announced: [O]ur overall goal continues to be to foster safe, affordable, convenient and efficient air service for consumers. We continue to believe that the best way to achieve this goal is to rely on the marketplace and unrestricted fair competition to determine the va riety, quality, and price of air service. 60 Fed. Reg., at 21841, May 3, 1995 The Department further stated that its international aviation strategy is designed to achieve the following objectives, among others:Joint Application for Transfer of International Route Authorities

42 • Increase the variety of price and servic e options available to consumers

• Enhance the access of U.S. cities to the international air transportation system

• Provide carriers with unrestricted opportunities to develop types of service and systems based on their assessment of marketplace demand

• En courage the development of the most cost

- effective and productive air transportation industry that will be best equipped to compete in the global aviation marketplace at all levels and with all types of service See, id. , at 21844. The substantial public benefits and competitive advantages described in this Joint Application, resultin g from the route transfers requested herein, apply with equal force to the goals articulated in the Department’s Statement of U.S. International Aviation Policy . Accordingly, rather than reiterate those arguments in this section, the Joint Applicants incorporate them by reference. In short, the transfer to AA of US Airways’ International Route Authorities will:

• Increase the variety of price and service options offered to cons umers between the U.S. and destinations throughout the world, particularly Europe and the Middle East, Central and South America, and Asia

• Expand the access of U.S. cities, including over 150 small communities, to worldwide destinations as a result of the integration of the complementary AA and US Airways networks

• Cause the marketplace identity and competitive strength offered by New American to enhance the role of the U.S. aviation industry in global air service markets The proposed route transfer is a marketplace

- driven transaction which furthers the goals of the Department’s Statement of U.S. International Aviation Policy

.Joint Application for Transfer of International Route Authorities

43 IX. TRANSFER OF ANTITRUST IMMUNITIES The International Route Authorities to be transferred are identified in Exhibits A and B, and in clude AA’s three antitrust immunities (“ATIs”) and joint business agreement approval. These International Route Authorities of AA and US Airways are listed under the following headings: certificates, exemptions, frequency allocations, statements of author ization, designations, and antitrust immunity. These are the same categories of authority that the Department transferred in the Delta/Northwest merger in 2008 and in the United/Continental merger in 2010. AA has three separate ATIs: one with British Airways, Iberia, Finnair, and Royal Jordanian; one with LAN Airlines and LAN Peru; and one with Japan Airlines. In addition, the Department approved a joint business agreement between AA and Qantas without gran ting immunity. US Airways does not have any immunized relationships or other approved joint business agreements. Adding US Airways to the LAN/LAN Peru and Japan Airlines ATIs, and to the approved joint business agreement with Qantas, does not present any competition issues. US Airways does not operate to Chile, Peru, Japan, or Australia. In the United/Continental route transfer, the Department summarily approved the addition of Continental to United’s ATIs with Air New Zealand and Asiana, and the additio n of United to Continental’s ATI with Copa. As the Department found:

“ The Department finds no reason to not extend the antitrust immunity originally granted to Continental in Order 2001

- 5

- 1 to United for cooperation with Copa as set forth in the alliance agreements. Because United does not currently serve the U.S.

- Panama market, there are no anti

- competitive effects associated with this change. With respect to Air New Zealand and Asiana, the Department, again, finds no reason to not extend the antitrust immunity originally granted to United in Orders 2001

- 4

- 2 and 2003

- 5

- 18 to Continental.”Joint Application for Transfer of International Route Authorities

44 Order 2011

- 3

- 14, p.7 Given the lack of any competitive issue, and in the interest of efficiency, the same summary approval should be granted to the Joint Applicants. Nor should the Department find reason not to also extend to US Airways the immunity held by AA, British Airwa ys, Iberia, Finnair, and Royal Jordanian. Today, substantial numbers of passengers enjoy the benefits of the three immunized Trans

Atlantic joint businesses and competition among the alliances. The one world joint business carries roughly 33,000 customers between Europe and North America every day. However, one world is still the smallest of the three alliances. The addition of US Airways to the existing ATI will be pro

- competitive and allow even more consumers to benefit from increased connectivity, as w ell as other enhancements. Indeed, the integration of US Airways into one world is one of the major synergies of the AA/US Airways merger itself, which will increase, not diminish, Trans

- Atlantic competition. AA shares no common nonstop Trans

- Atlantic rou tes with US Airways ; and as between US Airways and the numerous carriers currently party to the ATI (AA, British Airways, Iberia, Finnair, Royal Jordanian), British Airways is the only one that shares a common nonstop Trans

- Atlantic service with US Airways , Philadelphia

- London. Moreover, the Department has extended ATIs in the past where the additional domestic carrier seeking inclusion to the existing ATI operated overlapping nonstop service with the other existing immunized alliance members. In its Sho w Cause Order
2009

- 4

- 5, tentatively approving the addition of Continental to United’s ATI with Lufthansa and other members of the Star Alliance, the Department found that Continental and United had no “nonstop overlaps in international markets,” but didJoint Application for Transfer of International Route Authorities

45 id entify “fourteen city

- pair markets in which Continental’s services overlap on a nonstop basis with those of the other existing immunized alliance partners. Six such routes involv[ing] transatlantic markets”. 57 Likewise, AA shares no common nonstop Trans

A tlantic routes with US Airways, and the one nonstop Trans

- Atlantic route that US Airways and British Airways overlap on is much less than the six in Star Alliance matter. In approving the addition of Continental to United’s ATI, the Department recognized t hat “when global network carriers combine network operations, nonstop overlaps are common, especially on hub to hub routes”. 58 But more importantly, the Department has emphasized that the maximum benefits flowing from metal neutral joint businesses can onl y accrue when these fully integrated joint ventures are allowed to operate as a whole. Thus, the Department has avoided taking remedial action that undermines the ability of the collaboration to achieve full metal neutrality. “In transatlantic markets, th e affected city pairs are subject to close cooperation under a comprehensive joint venture ... [which] covers all transatlantic routes, regardless of whether they are served on a nonstop or connecting basis. By bringing all their capacity within the joint v enture, participants seek to achieve true integrative benefits and efficiencies that will be passed on to consumers in the form of improved, more affordable travel options. ... We would not expect the applicants to be able to achieve those efficiencies, or to pass on those cost savings, if they were prevented from coordinating the full range of their s ervices under the joint venture...

. For this reason, we will not impose new carve outs in transatlantic markets. Further, we will remove the two existing carve out s that are subject to cooperation under the joint venture” DOT Order 2009

- 4

- 5, p.12. Similarly, when the Department considered the ATI application in SkyTeam II, it was noted that carve outs are “fundamentally inconsistent with the integrative goal” o f immunized joint business because they “impose duplicative costs, undermine the

57 DOT Order 2009

- 4

- 5, p.10. 58 Id., at 10

- 11.Joint Application for Transfer of International Route Authorities

46 alignment of economic incentives, and destroy revenue and cost efficiencies”. 59 Where the parties to the joint business seek to maintain an integrated joint venture covering all of the participants’ capacity in Trans

- Atlantic markets, as is the case with the one world joint business, the “public benefits depend to a large extent upon revenue and cost efficiencies” attaching to full integration. 60 For example, the exclusion of US Airways from the existing ATI, or even just the Philadelphia

- London service from the ATI, would undermine the full metal neutrality that the joint business ha s achieved. Accordingly, the Department has understood that the parties cannot “realize those efficiencies if they were prevented from coordinating the full range of their services.” 61 Because carve outs could undermine the effectiveness of the joint busi ness and jeopardize the public benefits, the Department has previously found that “the potential risks of imposing carve outs ... outweigh the potential benefits.” 62 Here, where
t he current carriers under the existing ATI have no overlap other than one share d US Airways and British Airways nonstop Trans

- Atlantic service, the Department should extend the ATI to US Airways and not disturb the tight integration present in the

one world joint business that has produced substantial consumer benefits since its launc h. In the period since its launch in October 2010, the one world joint business has grown total capacity by more than 9%. The integration between the carriers has also allowed the one world joint business to a dd new routes. A total of nine new Trans

Atlant ic routes have been launched thus far, with one more to be added in the very near

59 DOT Order 2008

- 4

- 17, p.10. 60 Id. 61 Id. 62 Id.Joint Application for Transfer of International Route Authorities

47 future. Customers are deriving benefits not just from increased capacity and new routes, they are enjoying both additional frequencies and coordinated schedules on

one world joint business routes. For example, from New York, Chicago, Miami, and Boston a wider choice of flight times is now offered. From JFK, there are 15 daily

one world services between London and New Yor k in an aligned schedule. W ith the addit ion of OpenSkies (a British Airways subsidiary) into the joint business, customers now have a choice of up to four one world services linking New York with Paris. The extensive codesharing implemented among the Parties has substantially increased behind and beyo nd connectivity , and allowed one world customers to travel to significantly more destinations with greater ease. This can be observed by the increasing number of customers using joint business products. From a British Airways metal standpoint, the total p ercentage of customers using a joint business product increased from 6% in Q3 2010 to 23% by Q2 2012. The equivalent numbers for AA metal are seen increasing from 15% to 39%. The addition of the US Airways network will allow for even more improvements in connectivity for one world joint business travelers. For all of the above reasons, the Department should extend to US Airways the three ATIs currently held by AA , along with the approval of AA’s joint business agreement with Qantas.
* * * The proposed de facto transfer of US Airways’, PSA’s and Piedmont’s International Route Authorities to AA arising from AMR’s acquisition of USAG meets all of the statutory criteria for approval under 49 U.S.C. § 41105 and correspondingJoint Application for Transfer of International Route Authorities

48 Department precede nt. As the transfer is fully consistent with the public interest and the Department’s international aviation policies, the Department’s consistently recognized presumption in favor of approving route transfer applications, such as the one at hand, applies . Moreover, the proposed transfer will provide substantial public benefits, enhance the long

- term viability of the Joint Applicants, increase competition in the international and domestic airline industry, improve the trade position of the United States, and benefit carrier employees.Joint Application for Transfer of International Route Authorities

49 WHEREFORE, on the basis of the foregoing, the Joint Applicants request the Department: (1) approve the de facto transfer to AA all of the International Route Authorities held by US Airways, PSA, and Piedmont, that will result from AMR’s acquisition of the outstanding shares of USAG; (2) reissue the International Route Authorities issued to US Airways, PSA, and Piedmont in the names of the current holders and/or American and American Eagle; and (3) reissue the International Route Authorities issued to American and American Eagle in the names of the current holders and/or US Airways, PSA, and Piedmont. The Joint Applicants also request the Department’s approval of the final transfer on international authority th at will occur upon the ultimate merger of AA and US Airways. The Joint Applicants further request that the Department grant them such other relief as it considers to be consistent with this Joint Application and the public interest. Respectfully submitted this 17 th day of April 2013,

______________________ ___________ _____________ Howard Kass Francis C. Heil Vice President, Legal and Senior Attorney

Government Affairs American Airlines 1101 17 th Street NW, Suite 600 Benjamin T. Slocum Washington, DC 20036 Director, Legal and (202) 496

- 5642

Government Affairs francis.heil@aa.com US Airways, Inc. 1401 H Street, NW, Suite 1075 Washington, DC 20005 (202) 326

- 5153 howard.kass@usairways.com benjamin.slocum@usairways.comExhibit A
US AIRWAYS, PSA, AND PIEDMONT INTERNATIONAL ROUTE AUTHORITIES
I. US AIRWAYS, INC.
A. Certificates of Public Convenience and Necessity
Route # Route Description Order(s) None Blanket Route Integration Order 2010

- 12

- 24 839 Blanket Open Skies Route Authority Order 2007

- 4

- 20 Route 87

- F Atlanta, GA/Miami, FL/Tampa, FL/Washington, DC/Baltimore, MD/New York, NY/ Newark, NJ/New Orleans, LA/Dallas/Ft. Worth, TX

– Belize Charlotte, NC/Baltimore, MD/Tampa, FL

– Nassau, Bahamas Tampa, FL/Washington, DC/Baltimore, MD/Charlotte, NC

– Cayman Islands (Note: Routes superseded by Order 2007

- 4

- 20 not listed.) Order 1997

- 7

- 2

Route 97

- F Baltimore, MD/New York, NY/ Newark, NJ/ Boston, MA/Philadelphia, PA

– Bermuda Syracuse, NY/Cleveland, OH/Cincinnati, OH/ Philadelphia, PA/Pittsburgh, PA/ Baltimore, MD

– Freeport, George Town, Great Harbor Cay, Marsh Harbor, Nassau, R ock Sound, Treasure Cay and West End, Bahamas (Note: Routes superseded by Order 2007

- 4

- 20 not listed.) Order 1997

- 7

- 2

B. Exemption Authorities Route Description Order/NOAT Docket U.S.

– Antigua NOAT April 21, 2006 (timely renewal filed

– pending) DOT

- OST

- 2001

- 9932

U.S.

– Buenos Aires, Argentina; Buenos Aires, Argentina

– Montevideo, Uruguay NOAT October 11, 2012 DOT

- OST

- 2003

- 14650 U.S.

– China (pursuant to codeshare arrangements with United and Air China) NOAT May 3, 2010 (timely renewal filed

– pending) DOT

- OST

- 2008

- 01392 U.S.

– Bahamas NOAT October 26, 2011 DOT

- OST

- 2001

- 9766 U.S.

– Barbados NOAT August 17, 2011 DOT

- OST

- 2001

- 9769 U.S.

– St. Lucia NOAT August 17, 2011 DOT

- OST

- 2001

- 9767 U.S.

– Belize NOAT August 22, 2011 DOT

- OST

- 2002

- 12259 Charlotte, NC/Chicago, IL/ Washington, DC

– Bermuda NOAT April 20, 2011 DOT

- OST

- 2001

- 11152 Orlando, FL

– Hamilton, Bermuda NOAT January 26, 2006 (timely renewal filed

– pending) DOT

- OST

- 2004

- 16899 U.S.

– Brazil (pursua nt to codeshare arrangement with TAM) NOAT May 16, 2012 DOT

- OST

- 2003

- 14651 Charlotte, NC

– Rio de Janeiro and Sao Paulo, Brazil NOAT March 2, 2011 (timely renewal filed

– pending) DOT

- OST

- 2009

- 0003

U.S.

– British Virgin Islands (pursuant to codeshare arrangement with Caribbean Sun Airlines) NOAT June 18, 2003 (timely renewal filed

– pending) 63 DOT

- OST

- 2003

- 15254
Philadelphia, PA

– Grand Cayman, Cayman Islands NOAT August 22, 2011 DOT

- OST

- 1997

- 2721 U.S.

– Colombia (codeshare only pursuant to arrangement with Avianca or other authorized carrier) NOAT November 16, 2012 DOT

- OST

- 2012

- 0155

U.S.

– Dominica U.S.

– Haiti NOAT May 29, 2012 DOT

- OST

- 2004

- 18346 U.S.

– Dominican Republic NOAT November 6, 2012 DOT

- OST

- 2000

- 7340 U.S.

– Grenada NOAT July 22, 2011 DOT

- OST

- 2001

- 10588 U.S.

– Fiji, and beyond to New Zealand NOAT April 15 , 201 3 DOT

- OST

- 2007

- 29026 U.S.

– Hong Kong (codeshare service) NOAT August 20, 2007 (timely renewal filed

– pending) DOT

- OST

- 2003

- 14303 U.S.

– Moscow and St. Petersburg, Russia (under a third

- country codeshare arrangement) 64 Order 2008

- 11

- 5 and NOAT August 13, 2012 DOT

- OST

- 2008

- 0283
Boston, MA/Charlotte, NC/ Philadelphia, PA

– Cancun Mexico NOAT July 12, 2011 DOT

- OST

- 2002

- 13855

63 This renewal application technically remains pending; however, US Airways’ no longer codeshares with Caribbean Sun Airlines. 64 US Airways is currently authorized by DOT to codeshare with Swiss International Air Lines, for codeshare service on these routes over Zurich, Switzerland (ZRH).3 Charlotte, NC

– Cozumel, Mexico NOAT November 6, 2012 DOT

- OST

- 2001

- 9768 Charlotte, NC

– Mexico City, Mexico NOAT February 28, 2011 (timely renewal filed

– pending) DOT

- OST

- 2003

- 14575 Washington, DC

– Mexico City, Mexico NOAT August 22, 2011 DOT

- OST

- 200 3

- 15310 U.S.

– Saba U.S.

– St. Eustatius U.S.

– St. Barthelemy (pursuant to codeshare arrangement with Winward Islands Airways) NOAT December 16, 2002 (timely renewal filed

– pending) DOT

- OST

- 2002

- 13705

U.S.

– St. Kitts and Nevis NOAT February 16, 2006 (timely renewal filed

– pending) DOT

- OST

- 2001

- 10589 U.S.

– St. Vincent and the Grenadines (pursuant to codeshare arrangement with Caribbean Sun Airlines) NOAT May 19, 2004 (timely renewal filed

– pending) 65 DOT

- OST

- 2003

- 16061

U.S.

– Turks and Caicos NOA T February 28, 2011 (timely renewal filed

– pending) DOT

- OST

- 2002

- 12208 Phoenix, AZ

– Cancun, Mexico NOAT July 28, 2011 DOT

- OST

- 2006

- 24613 Phoenix, AZ

– Guadalajara, Mexico NOAT August 22, 2011 DOT

- OST

- 2007

- 0025 Phoenix, AZ

– Hermosillo, Mexico (codeshare only) NOAT August 22, 2011 (timely renewal filed

– pending) 66 DOT

- OST

- 2005

- 22645 Phoenix, AZ

– Mexico City/ Mazatlan/Puerto Vallerta/San Jose del Cabo/ Ixtapa

- Zihuatanejo/ Manzanillo, Mexico NOAT May 26, 2011 (timely renewal filed

– pending) DOT

- OST

- 2007

- 29308

Los Angeles, CA/San Francisco, CA

– Cancun, Mexico Los Angeles, CA

– San Jose del Cabo, Mexico NOAT July 6, 2011 DOT

- OST

- 2009

- 0172

Charlotte, NC

– San Jose del Cabo, Mexico NOAT October 27, 2011 DOT

- OST

- 2010

- 0040

65 This renewal application technically remains pending; however, US Airways’ no longer codeshares with Caribbean Sun Airlines. 66 In its renewal application, US Airways notified DOT that it has ceased offering Phoenix

- Guayma s service.4 U.S.

– Abijan , Cote d’Ivoire/ Bujumbura, Burundi/ Conakry, Guinea/Kinshasa, Democratic Republic of Congo/Freetown, Sierra Leone/ Luanda, Angola/ Lome, Togo NOAT February 7, 2012 DOT

- OST

- 2010

- 0043

U.S.

– Johannesburg/Cape Town/Durban/East London/Port Elizabeth, South Africa NOAT December 4, 2012 DOT

- OST

- 2012

- 0189

C. Frequency Allocations
Number of Frequencies Route Description Order/NOAT 7 Charlotte

– Rio de Janeiro, Brazil Order 2009

- 4

- 6 7 Charlotte

– Sao Paulo, Brazil (via temporary reallocation of frequencies) NOAT August 2, 2010

D. Codesharing Statements of Authorization
Airline Partner(s) Route Description NOAT/ Department Action Docket TAP Air Portugal Blanket Statements of Authorization for reciprocal codesharing Department Action May 17, 2006 DOT

- OST

- 2006

- 24670 Royal Jordanian Statements of Authorization to display “RJ” Designator Code NOAT March 1, 2007 DOT

- OST

- 2007

- 27347 Virgin Atlantic Statement of Authorization to display “VS” Designator Code Department Action February 26, 2009 and Augus t 29, 2012 67 DOT

- OST

- 2007

- 27349
EVA Airways Blanket Statement of Authorization to display “BR” designator code Department Action January 8, 2010 DOT

- OST

- 2007

- 27352

67 Virgin Atlantic has terminated this codeshare arrangement. US Airways and Virgin Atlantic intend to formally notify the Department of this termination closer to the last date of service.5 Singapore Airlines Blanket Statement s of Authorization for reciprocal codesharing Department Action August 20, 2007 Joint Notice of Blanket Codesharing filed March 18, 2009 DOT

- OST

- 2007

- 28084

Asiana Airlines Blanket Statements of Authorization for reciprocal codesharing Department Action November 30, 2007 Joint Notice of Blanket Codesharing filed March 31, 2009 DOT

- OST

- 2007

- 0059

Air New Zealand Blanket Statements of Authorization for reciprocal codesharing Department Action September 11, 2007 Joint Notice of Blanket Codesharing filed July 13, 2009 DOT

- OST

- 2007

- 29024

Swiss In ternational Airlines Blanket Statements of Authorization for reciprocal codesharing Department Action April 8, 2008 Joint Notice of Blanket Codesharing filed March 9, 2009 Notice of Russia codesharing filed May 21, 2012 DOT

- OST

- 2008

- 0101

Air China Statements of Authorization for reciprocal codesharing NOAT June 5, 2008 DOT

- OST

- 2008

- 0139 TACA/LACSA/ TACA

- Peru Blanket Statements of Authorization for reciprocal codesharing NOAT November 12, 2009 DOT

- OST

- 2009

- 0261
TAM Blanket Statements of Authorization for reciprocal codesharing NOAT June 15, 2010 DOT

- OST

- 2010

- 0127 Turkish Airlines Blanket Statements of Authorization for reciprocal codesharing Department Action July 29, 2010 DOT

- OST

- 2010

- 0184 Qatar Airways Blanket Statements of Authorization for Department Action May 6, 2009 DOT

- OST

- 2009

- 00796 reciprocal codesharing Aegean Airlines Statements of Authorization for reciprocal codesharing Department Action July 12, 2011 DOT

- OST

- 2011

- 0120 ANA and Air Japan Blanket Statements of Authorization for reciprocal codesharing Department Action September 14, 2009 DOT

- OST

- 2009

- 0181

Brussels Airlines Blanket Statements of Authorization for reciprocal codesharing NOAT March 18, 2010 DOT

- OST

- 2010

- 0042 Lufthansa Statements of Authorization for reciprocal codesharing NOAT October 10, 2003 (amended October 16, 2003 and January 11, 2005) Joint Notice of Blanket Codesharing filed July 27, 2009 DOT

- OST

- 2003

- 15946

Avianca Statements of Authorization for reciprocal c odesharing NOAT November 16, 2012 DOT

- OST

- 2012

- 0155 South African Airways Statements of Authorization for reciprocal codesharing NOAT December 4, 2012 DOT

- OST

- 2012

- 0189 Croatia Airlines Blanket Statements of Authorization for reciprocal codesharing NOAT June 6, 2012 DOT

- OST

- 2012

- 0084

E. Small Aircraft Codeshare Designation Notifications None
F. Antitrust Immunity Grants None7 II. PSA AIRLINES, INC.
A. Certificates of Public Convenience and Necessity
Route # Route Description Order(s) None U.S.

– Canada Order 2004

- 5

- 22

B. Exemption Authorities Route Description Order/NOAT Docket U.S.

– Bahamas NOAT June 1 , 201 2 DOT

- OST

- 2004

- 18017 U.S.

– Turks and Caicos NOAT April 20, 2012 DOT

- OST

- 2004

- 18811Exhibit B

1 AMERICAN AND AMERICAN EAGLE INTERNATIONAL ROUTE AUTHORITIES
I. AMERICAN AIRLINES, INC.
A. Certificates of Public Convenience and Necessity
Route # Route Description Order(s) 835 Open S kies Order 2007

- 4

- 2 None Blanket route integration Order 2010

- 12

- 24 137 U.S.

- Caribbean/Bahamas/Bermuda/ Central America/Europe/Near East/ Far East/Chile/New Zealand Order 1996

- 5

- 9

147 Europe/Middle East/Asia (acquired from TWA) (Timely renewal filed

– pending) Order 2001

- 4

- 7
389 Named U.S. points

- Panama City, Panama; Bar ranquilla, Bogota, and Cali, Colombia; Quito and Guayaquil, Ecuador; Lima, Peru; Montevideo, Uruguay; La Paz, Bolivia; Asuncion, Paraguay; Buenos Aires, Argentina; Santiago, Chile (Timely renewal filed

– pending) Order 1990

- 5

- 5

542 Puerto Rico

- Caracas (Timely renewal filed

– pending) Order 1988

- 5

- 42
543 Miami/New York/Newark

- Caracas/ Maracaibo Venezuela (Timely renewal filed

– pending) Order 1990

- 5

- 5

602 Europe/Middle East/Asia (Timely renewal filed

– pending) Order 1996

- 5

- 9
628 Dallas/Ft. Worth

- Acapulco Dallas/Ft. Worth

- Mexico City Dallas/Ft. Worth

- Monterrey Chicago

- Mexico City Order 1992

- 5

- 20

794 New York

- Cancun St. Louis

- Cancun (Timely renewal filed

– pending) Order 2001

- 4

- 7

826 Chicago

- Shanghai (Timely renewal filed

– pending) Order 20 05

- 3

- 40
826 Chicago

- Beijing (amended) Order 2007

- 12

- 26 903 U.S.

- Mexico certificate (consolidating various exemptions) Order 2011

- 6

- 11

B. Exemption Authorities Route Description Order/NOAT Docket Miami

- Valencia, Venezuela NOAT February 4, 2013 DOT

- OST

- 2006

- 26387 Broad Brazil authority NOAT February 4, 2013 DOT

- OST

- 1996

- 13532 Miami

- Santa Cruz/La Paz, Bolivia NOAT October 11, 2011 DOT

- OST

- 1997

- 2302
DFW

- Caracas , Venezuela NOAT July 13, 2012 DOT

- OST

- 1997

- 2527 Los Angeles

- Shanghai , China NOAT July 31, 2012 DOT

- OST

- 2010

- 0245 U.S.

- South Africa for codesharing on British Airways NOAT January 28, 1998 ( timely renewal filed

– pending) DOT

- OST

- 1998

- 3401

U.S.

- Vietnam for codesharing on Japan Airlines NOAT February 4, 2013 DOT

- OST

- 2002

- 12496 U.S.

- Hong Kong for codesharing on Cathay Pacific NOAT February 4, 2013 DOT

- OST

- 2000

- 6824 U.S.

- Argentina points for codesharing on LAN Argentina NOAT February 4, 2013 DOT

- OST

- 2007

- 0034 U.S.

- Pacific points for codesharing on Air Pacific NOAT November 30, 2011 DOT

- OST

- 2011

- 0197 U.S.

- Ecuador for codesharing on LAN Ecuador NOAT December 31, 2011 DOT

- OST

- 2011

- 0210 U.S.

- China points for codesharing on Hainan Airlines NOAT February 15, 2012 DOT

- OST

- 2011

- 0228 Additional Argentina points codesharing on LAN NOAT April 12, 2012 DOT

- OST

- 2006

- 24194 Blanket exemption authority for codesharing NOAT February 28, 2013 DOT

- OST

- 2009

- 0337 Mexico transborder routes via codesharing on Alaska NOAT July 19, 2012 DOT

- OST

- 2010

- 0222 U.S.

- Brazil points for codesharing on TAM NOAT January 25, 2013 DOT

- OST

- 2012

- 0209

C. Frequency Allocations
Number of Frequencies Route Description Order/NOAT 9 Argentina

– Acquired from Eastern in 1990 Order 1990

- 5

- 5 5 Argentina Order 1995

- 2

- 23 7 Argentina

– Above 14 increased to 21 when the 1 to 1.5 narrowbody/ widebody formula was abolished 3 Argentina Order 2003

- 8

- 14 4 Dallas/Ft. Worth

– Buenos Aires, Argentina DOT

- OST

- 2003

- 15384, January 2, 2004 4 Miami

– Buenos Aires DOT

- OST

- 2010

- 0178, July 12, 2010 (seasonal) 7 Brazil

– Acquired from Eastern in 1990 Order 1990

- 5

- 5 3 Brazil Automatic increase effective 4/1/91 Order 1991

- 2

- 15 4 Brazil Order 1991

- 2

- 153 6 New York (JFK)

– Sao Paulo, Brazil Order 1991

- 6

- 5 1 New York (JFK)

– Sao Paulo, Brazil Order 1991

- 8

- 25 7 Miami

– Sao Paulo, Brazil DOT

- OST

- 1996

- 1356, June 1, 1998 3 Dallas/Ft. Worth

– Sao Paulo, Brazil Order 1995

- 1

- 27 11 Various Order 1995

- 10

- 25 2 Miami

– Sao Paulo, Brazil DOT

- OST

- 2003

- 15965, August 14, 2003 3 Miami

– Sao Paulo, Brazil DOT

- OST

- 2004

- 17139, February 24, 2004 10 Brazil Regional DOT

- OST

- 2008

- 0229, August 8, 2008 1 Brazil Regional Order 2008

- 11

- 21 3 Dallas/Ft. Worth

– Rio de Janeiro, Brazil DOT

- OST

- 2010

- 0179, June 16, 2010 7 New York (JFK)

– Rio de Janeiro, Brazil DOT

- OST

- 2010

- 0088, August 6, 2010 4 Miami

– Brasilia , Brazil DOT

- OST

- 2010

- 0088, August 6, 2010 10 Brazil Regional DOT

- OST

- 2011

- 0086, April 28, 2011 3 Miami

- Manaus , Brazil DOT

- OST

- 2011

- 0086, February 8, 2012 14 Miami

– Rio de Janeiro, Brazil (7 to backfill Miami

– Rio de Janeiro, Brazil, that AA transferred to Sao Paulo , Brazil, 7 for Miami

– Rio de Janeiro, Brazil #2) DOT

- OST

- 2012

- 0079

3 Brazil Regional DOT

- OST

- 2 012

- 0079 7 Chicago

– Shanghai, China Order 2005

- 3

- 40 7 Chicago

– Beijing, China Order 2007

- 12

- 26 7 Los Angeles

– Shanghai, China DOT

- OST

- 2010

- 0245 19.5 Ecuador Order 1992

- 10

- 43 1.5 Ecuador DOT

- OST

- 2002

- 12000, July 12, 2002 3 Ecuador DOT

- OST

- 2009

- 0220, 10/8/09 4 Ecuador DOT

- OST

- 2009

- 0220, January 30, 2013 7 Dallas/Ft. Worth

– Tokyo, Japan (NRT) Order 1986

- 10

- 16 7 New York (JFK)

– Tokyo, Japan (NRT) Order 1998

- 5

- 17 7 Chicago

– Tokyo, Japan (NRT) Order 1998

- 5

- 17 4 Dallas/Ft. Worth

– Tokyo, Japan (NRT) DOT

- OST

- 2002

- 11266, March 20, 2002 7 Los Angeles

– Tokyo, Japan (NRT) DOT

- OST

- 2002

- 12554, July 17, 20024 1 Dallas/Ft. Worth

– Tokyo, Japan (NRT) DOT

- OST

- 1998

- 3419, September 13, 2002 (initially 3 but 2 lapsed as dormant; see AA application on September 21, 2004)
1 Dallas/Ft. Worth

– Tokyo, Japan (NRT) DOT

- OST

- 1998

- 3419, September 27, 2004 1 Dallas/Ft. Worth

– Tokyo, Japan (NRT) DOT

- OST

- 1998

- 3419, January 20, 2005 7 New York (JFK)

– Tokyo, Japan (HND) Order 2010

- 7

- 2

D. Codesharing Statements of Authorization
Airline Partner(s) Homeland Order/NOAT/ Department Action Docket Gulf Air Bahrain Department Action, August 4, 2008 DOT

- OST

- 2008

- 0195 Qantas Australia Department Action, May 23, 2008 DOT

- OST

- 2008

- 0138 China Airlines (mail) Taiwan Department Action, October 5, 2000 DOT

- OST

- 1999

- 6687 Iberia Spain Department Action, February 13, 2008 DOT

- OST

- 2008

- 0044 Finnair Finland Department Action, January 7, 2000 DOT

- OST

- 1999

- 6544 Japan Airlines Japan Department Action, February 18, 2010 DOT

- OST

- 1999

- 4994 Lan Chile Department Action, January 7, 2000 DOT

- OST

- 1999

- 6546 Addition of TWA LLC and American Eagle to prior statements of authorization n/a Department Action, November 8, 2001 DOT

- OST

- 2000

- 7057

Singapore Airlines (mail) Singapore Department Action, April 23, 2002 DOT

- OST

- 2002

- 120895 Cathay Pacific Hong Kong Department Action, January 8, 2002 DOT

- OST

- 2000

- 6824 British Airways United Kingdom Orders 2003

- 5

- 33 and 2010

- 7

- 8 Lan Peru Peru Department Action, February 16, 2007 DOT

- OST

- 2004

- 19965 Royal Jordanian Jordan Department Action, October 24, 2007 DOT

- OST

- 2006

- 26716 Jet Airways (India) India Department Action, January 7, 2008 DOT

- OST

- 2007

- 0078
El Al Israel Department Action, March 28, 2008 DOT

- OST

- 2007

- 0095 Lan Argentina Argentina Department Action, June 11, 2009 DOT

- OST

- 2007

- 0034 Etihad U.A.E Department Action, July 24, 2009 DOT

- OST

- 2009

- 0154 Jetstar (intra

- New Zealand) Australia Department Action, July 31, 2012 DOT

- OST

- 2010

- 0265 Kingfisher India Department Action, March 8, 2011 DOT

- OST

- 2010

- 0288 WestJet Canada Department Action, March 10, 2011 DOT

- OST

- 2011

- 0040 Air Pacific Fiji Department Action, November 30, 2011 DOT

- OST

- 2011

- 0197 Lan Ecuador Ecuador Department Action, December 13, 2011 DOT

- OST

- 2011

- 0210 Hainan Airlines China Department Action, February 15, 2012 DOT

- OST

- 2011

- 0228 Air Tahiti French Polynesia Department Action, July 5, 2012 DOT

- OST

- 2012

- 0092
TAM Brazil Department Action, January 5, 2013 DOT

- OST

- 2012

- 02096 LAN Colombia Colombia Department Action, January 25, 2013 DOT

- OST

- 2012

- 0208

Qatar Airways Qatar Department Action, February 20, 2013 DOT

- OST

- 2013

- 0007 Malaysia Airlines Malaysia Department Action, February 28, 2013 DOT

- OST

- 2013

- 0022

E. Third Country Codeshare Designations
Airline Partner(s) Country Order/NOAT/ Department Action Docket British Airways Flights to/from South Africa Department Action, September 20, 2003 DOT

- OST

- 2002

- 12193

F. Antitrust Immunity Grants Airline Partner(s) Order/NOAT Docket LAN Chile Order 1999

- 9

- 9 DOT

- OST

- 1997

- 3285 LAN Peru and LAN Airlines Order 2005

- 10

- 8 DOT

- OST

- 2004

- 19964 British Airways, Iberia, Finnair, and Royal Jordanian Order 2010

- 7

- 8 DOT

- OST

- 2008

- 0252 Japan Airlines Order 2010

- 11

- 10 DOT

- OST

- 2010

- 0059 Qantas (approval of agreement without antitrust immunity) Order 2011

- 11

- 12 DOT

- OST

- 2011

- 01117 II. AMERICAN EAGLE AIRLINES, INC.
A. Certificates of Public Convenience and Necessity
Route # Route Description Order(s) 537 U.S.

- Caribbean Order 1998

- 5

- 12 905 Open Skies Order 2011

- 8

- 9 906 U.S.

- Mexico Order 2011

- 11

- 19

B. Small Aircraft Codeshare Designation Notifications DOT

- OST

- 2011

- 0076 DFW

- Aguascalientes DFW

- Hermosillo DFW

- Leon DFW

- Mazatlan DFW

- Morelia DFW

- Puebla DFW

- Queretaro DFW

- Veracruz DFW

- ZacatecasCERTIFICATE OF SERVICE I certify that, on April 17 , 2013 I caused to be served a copy of the foregoing Joint Application by email upon those addressees listed below: urskr@state.gov (Department of State) paul.gretch@dot.gov (Department of Transportation) esta.rosenberg@dot.gov (Department of Transportation) todd.homan@dot.gov (Department of Transportation) brian.hedberg@dot.gov (Department of Transportation) brett.kruger@dot.gov (Department of Transpo rtation) john.allen @faa.gov (Federal Aviation Administration) dan.weiss@united.com (United) steve.morrissey@united.com (United) karine.faden@united.com (United) jonathan.linde@united.com (United) sascha.vanderbellen@delta.com (Delta) jhill@dowlohnes.com (Counsel for JetBlue and Hawaiian) perkmann@dowlohnes.com (Counsel for JetBlue and Hawaiian) robert.land@jetblue.com (JetBlue) msinick@ssd.com (Counsel for Alaska) jyoung@yklaw.com (Counsel for Spirit) dkirstein@yklaw.com (Counsel for Spirit) bob.kneisley@wnco.com (Southwest) leslie.abbott@wnco.com (Southwest) ethan.blank@rjet.com (Republic) robert.cohn@hoganlovells.com (Counsel for Republic) patrick.rizzi@hoganlovells.com (Counsel for Republic) john.fredericksen@suncountry.com (Sun Country) rpommer@atlasair.com (Atlas) anita.mosner@hklaw.com (Counsel for UPS) jennifer.nowak@ hklaw.com (Counsel for UPS) c e felts@fedex.com (FedEx) nssparks@fedex.com (FedEx) kevin.montgomery@polaraircargo.com (Polar) matwood@cozen.com (Counsel for Kalitta)

_________________________ Benjamin T. Slocum