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

________________________ _____________ Application of ) ) US AIRWAYS, INC. ) Docket DOT-OST-2007-27349 ) for statements of authorization under ) 14 C.F.R. Part 212 ) ___________ )

APPLICATION OF US AIRWAYS, INC. FOR AMENDMENT OF A STAT EMENT OF AUTHORIZATION Communications with respect to this document should be sent to:

Howard Kass Vice President – Legal and Government Affairs Benjamin T. Slocum Director and Assistant General Counsel US Airways, Inc. 1401 H Street, NW, Suite 1075 Washington, DC 20005 (202) 326-5153 howard.kass@usairways.com benjamin.slocum@usairways.com

NOTICE: US Airways requests expedited treatment of this application. US Airways will poll the U.S. carrier representatives served with this application and will notify the Department prom ptly of the results.

August 24, 2012

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

________________________ _____________ Application of ) ) US AIRWAYS, INC. ) Docket DOT-OST-2007-27349 ) for statements of authoriza tion under ) August 24, 2012 14 C.F.R. Part 212 ) ___________ )

APPLICATION OF US AIRWAYS, INC. FOR AMENDMENT OF A STAT EMENT OF AUTHORIZATION US Airways, Inc. (“US Airways”), 1 

### and Virgin Atlantic Airways Limited (“Virgin Atlantic”) have amended their previously appr oved Code-Share Agreement to alter the domestic markets in which US Airways displa ys Virgin Atlantic’s “VS” designator code on flights operated by US Airways; as well as add the display of “VS” code on flights operated by US Airways between Philadel phia, Pennsylvania (PHL) and LondonHeathrow (LHR) (“Fourth Amendment”). This Fourth Amendment is attached hereto as Exhibit 1. Accordingly, US Airways applies for amendment of its existing Statement of Authorization to display Virgin Atlantic’s “VS” designator c ode, to include the display of “VS” code on flights operated by US Airways between the United Stat es and the United Kingdom. US Airways r equests expedited treatment of this Application.

1 US Airways also applies on behalf of its wholly ow ned carriers Piedmont Airlines, Inc. (“Piedmont”) and PSA Airlines, Inc. (“PSA”)Application of US Airways to Amend a Statement of Authorization

2 In support of this Application, US Airways submits the following: 1. US Airways’ current Statement of Authorization allows it to display Virgin Atlantic’s “VS” designator code on flights operated by US Airways between any points within the United States in conjunction with services held out by Virgin Atlantic between the United Kingdom and the United States (either non-stop or via third country intermediate points). 2 US Airways now requests that it’s Statement of Authorization be amended to also permit the display of Virgin Atlantic’s “VS” designator code on flights operated by US Airways between the United States and the United Kingdom. Specifically, US Airways intends to display the “VS” code on flights it operates between

PHL and LHR. 2. US Airways currently holds all underlying authority necessary to operate the flights contemplated by this Application. US Airways is authorized to engage in scheduled domestic air transportation pursuant to its Certificate of Public Convenience and Necessity for Interstate Air Transportation issued by Order 97-4-6. US was issued blanket open skies certificate authority in Order 2007-4-20. 3. The proposed code-sharing is authorized by the Air Transport Agreement between the Government of the United States of America and the governments of the member states of the European Union, April 30, 2007 (the U.S.-EU Open Skies Agreement). 3 Furthermore, the proposed code-sharing is in the public interest. 4. US Airways seeks permission to engage in this code-sharing arrangement in order to compete more effectively; and offer better and more fully integrated services to their own, and Virgin Atlantic’s, respective customers. The code-share services

2 See Department Action on Application on Docket DOT-OST-2007-27349, February 26, 2009 (granting approval for an indefinite duration). 3 See Article 3 and Article 10, Para. 7.Application of US Airways to Amend a Statement of Authorization

3 proposed by US Airways are fully consistent with the public interest and DOT policy. As the Department has noted: Code sharing and other cooperative marketing arrangements can provide a cost-efficient way for carriers to enter new markets, expand their systems and obtain additional fl ow traffic to support their other operations by using existing facilities and scheduled operations. Because these cooperative arrangements can give the airline partners new or additional access to more markets, the partners will gain traffic, some stimulated by the new service, and some diverted from incumbents. In this way, cooperative arrangements can enhance the competitive positions of both partners in such a relationship. Increased international code sharing and other cooperative arrangements can benefit consumers by increasing international service options and enhancing competition between carriers, particularly for traffic to or from cities behind major gateways. By stimulating traffic, the increased competition and service options should expand the overall international market and increase overall opportunities for the aviation industry. (U.S. International Air Transportation Policy Statement (April 1995) at 4.) The Department has also recognized that code-sharing results in increased passenger convenience by permitting single-carrier reservations and ticketing. ( SeeContinentalSAS, Order 88-12-46.) 5. Notwithstanding their code-sharing arrangement, US Airways and Virgin Atlantic will continue to compete with each other in the sale of their services to the public. Each carrier will separately and unilaterally establish the fares for services provided under its designator code, paying the other carrier for providing any part of that

service.6. US Airways agrees to accept the conditions normally applicable to codeshare authority such as requested herein. This includes the requirement to notify the Department thirty (30) days in advance of any new code-share operation, and to notifyApplication of US Airways to Amend a Statement of Authorization

4 the Department of any code-share operation the carriers have agreed to discontinue. 4 US Airways will comply with all other applicable Department regulations and policies, including the code-share disclosure regulations of Part 257. US Airways also requests that its amended Statement of Authorization be issued for an indefinite period, so long as the Code-Share Agreement, as amended, continues in effect. 7. US Airways seeks to implement the proposed code-share arrangements as soon as possible. 5 To that end, US Airways will poll the U.S. carrier representatives served with this application and will notify the Department promptly of the results of this poll. US Airways requests that the Department act upon this application as expeditiously as possible.

4 For the administrative convenience of the Department and the carriers, and to allow routine schedule changes as may be necessary between mainline and aff iliated carrier equipment, notice of specific code-share routes given to the Department by either Virgin Atlantic, US Airways, Piedmont, or PSA should be deemed notice given for each of the carriers. 5 US Airways requests a waiver of the 30-day advance notice requirement as it relates to the display of “VS” code on US Airways-operated flights between PHL and LHR, enabling it to commence service immediately upon Department approval.Application of US Airways to Amend a Statement of Authorization

5 WHEREFORE, on the basis of the foregoing, US Airways, Inc. requests the Department to amend its current Statement of Authorization, as discussed herein, in order to fully implement the code-share arrangements provided for in the Fourth Amendment. US Airways further requests that the Department grant it such other relief as it considers to be consistent with this Application and the public interest.

Respectfully submitted,

/s/ Benjamin T. Slocum Howard Kass Vice President – Legal and Government Affairs Benjamin T. Slocum Director and Assistant General Counsel US Airways, Inc. 1401 H Street, NW, Suite 1075 Washington, DC 20005 (202) 326-5153 howard.kass@usairways.com benjamin.slocum@usairways.com August 24, 2012CERTIFICATE OF SERVICE I certify that, on August 24, 2012, I caused to be served a copy of the foregoing Applications of US Airways, Inc., and Virgin Atlantic Airways Limited by email upon those addressees listed below: urskr@state.gov (Department of State) esta.rosenberg@dot.gov (Department of Transportation) mary.street@dot.gov (Department of Transportation) brett.kruger@dot.gov (Department of Transportation) john.allen@faa.gov (Federal Aviation Administration) dan.weiss@united.com (United) steve.morrissey@united.com (United) jonathan.linde@united.com (United) francis.heil@aa.com (American) james.kaleigh@aa.com (American) robert.wirick@aa.com (American) sascha.vanderbellen@delta.com (Delta) anita.mosner@hklaw.com (Counsel for Virgin Atlantic and UPS) jennifer.nowak@hklaw.com (Counsel for Virgin Atlantic and UPS) cefelts@fedex.com (FedEx) nssparks@fedex.com (FedEx) kevin.montgomery@polaraircargo.com (Polar) rpommer@atlasair.com (Atlas) /s/ Benjamin T. Slocum Benjamin T. Slocum