Application of BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

ALL NIPPON AIRWAYS CO., LTD. ) ) ) ) ) Docket No. OST-2009-0061 for an amended statement ofauthorizationpursuant ) to 14 C.F.R. Part 212 (Codesharing with UPS) )

JOINT APPLICATION OF ALL NIPPON AIRWAYS CO., LTD. AND AIRJAPAN CO., LTD.
Communications with respect to this document shouldbe sent to:

December 22, 2011 Charles J. Simpson, Jr. David M. Endersbee Zuckert, Scoutt & Rasenberger, L.L.P. 888 Seventeenth Street, NW Suite 700 Washington, DC 20006 Tel: (202) 298-8660 Fax: (202) 342-0683 Email: cjsimpson@zsrlaw.com dmendersbee@zsrlaw.com Counsel for All Nippon Airways Co., Ltd. and AirJapan Co., Ltd.

NOTICE: Anyperson may support or oppose this application by filing an answer with the Department ofTransportation and serving a copy onthe applicant and on all persons served with this application. The due date for answers is January4, 2012.Application of BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

ALL NIPPON AIRWAYS CO., LTD. ) ) ) ) ) DocketNo. OST-2009-0061 for an amended statement ofauthorizationpursuant ) to 14 C.F.R. Part 212 (Codesharing with UPS) )
Dated: December 22, 2011
JOINT APPLICATION OF ALL NIPPON AIRWAYS CO., LTD. AND AIRJAPAN CO., LTD.
All Nippon Airways Co., Ltd. ("ANA") holds a statement ofauthorization issued in this docket to display the "5X" designator code ofUnited Parcel Service Co. ("UPS"), on certain ANA flights, for the purpose ofcarrying cargo. Pursuant to 14 C.F.R. Part 212, ANA hereby applies for an amendment to its statement ofauthorization in orderto permit ANA to display UPS's code on ANA flights for the purpose oftransporting U.S. mail, as more fully described below. In addition, Air Japan Co., Ltd. ("Air Japan") applies for a statement ofauthorization permitting it to display UPS's code on codeshare flights operated byit on a wet lease basis for ANA. ANA and Air Japan also request a waiver ofthe Department's 45-day advance filing requirement. In support ofthis Application, ANA and Air Japan states as follows: 1. ANA and UPS are parties to a Code Share Agreement for Cargo and Mail dated February 26, 2009 ("the Agreement"), pursuant to which ANA displays the 5X* code on variousJoint Application ofANA and AirJapan Page 2 ANA flights.' OnMarch 12, 2009, the Department initially granted ANA a statement of authorization in this docket permitting it to display UPS's code onANA flights. The Department has granted subsequent applications to amend the statement ofauthorization on October 9, 2009, March 16, 2010 and March 26, 2010. To date, the codeshare services undertakenbyANA and UPS have involved cargo only. 2. Pursuant to the Agreement, beginning on February4, 2012, ANA and UPS intend to display UPS's code on ANA flights for the purpose oftransporting U.S. mail betweenpoints in the U.S. andpoints in Japan andbeyond Japan (blind sector). 2 Accordingly, ANA requests an amended statement ofauthorizationpermitting it to display UPS's code on ANA flights between points in the U.S. andpoints in Japan andbeyondJapan, for the purpose oftransporting U.S. mail. The initial city-pairs coveredbythe carriers' mail codeshare arrangement are listed in Appendix A hereto. 3. Air Japan is a wholly-owned subsidiary ofANA and routinely wet leases aircraft to ANA, including flights in certain ofthe city-pairs listed in Appendix A. Accordingly, Air Japan requests a statement ofauthorizationpermitting it to display the UPS code on codeshare flights operatedbyit on a wet lease basis for ANA, in connection with ANA's codeshare agreement with UPS. 4. ANA andAirJapan hold all underlying authority necessary to operate the codeshare flights. ANA holds a foreign air carrierpermit authorizing it, interalia, to engage in scheduled foreign air transportation ofpersons, property and mail between anypoint orpoints

1A copy ofthe Agreement was filed with the Department in this docket on March 5, 2009.
2 ANA's existing mail codeshare arrangement with Continental Airlines, authorized in Docket OST-2002- 12869, will terminate on February 3, 2012.Joint Application ofANA and Air Japan Page 3 behind Japan, via anypoint orpoints in Japan, and any intermediate point orpoints, and any point orpoints in the United States, and anypoint orpoints beyond, and also to operate charters. (Order 2007-4-29). Air Japan holds exemption authority authorizing it to engage in scheduled foreign air transportation of persons, property and mail between anypoint orpoints in Japan and anypoint orpoints in the United States and, for codeshare purposes, to points beyond Japan, and also to operate charters. Notice ofAction Taken, Docket OST-2000-8299 (June 16, 2008). 3 UPS holds a certificate ofpublic convenience and necessity authorizing it to engage in foreign air transportation ofproperty and mail between anypoint orpoints in the United States and two points in Japan, and beyond each ofthose points to two points. (Order 98-6-22). 4 UPS also holds exemption authority to engage in foreign air transportation ofproperty and mail between anypoint orpoint in the United States and a third point in Japan, and beyond that point to and from any two points. Notice ofAction Taken, Docket OST-2008-0146 (May 13, 2008). 5 5. ANA and Air Japan also hold the requisite authorizations from the Government of Japan to engage in the operations contemplated bythis Application. 6. The codeshare operations contemplatedbythis Application are in the public interest and are fully consistent with the Civil AirTransport Agreement between Japan and the United States ofAmerica and the 2010 U.S.-Japan Memorandum ofUnderstanding ("the 2010 MOU"). Part VII ofthe 2010 MOU expressly allows codeshare operations such as ANA and

3 This authorityremains in effect pursuant to Part 377 ofthe Department's regulations and a timely renewal application filed on June 9, 2009. 4 This authority remains in effect pursuant to Part 377 ofthe Department's regulations and a timely

renewal application filed on December 9, 2002. 5 This authority remains in effect pursuant to Part 377 ofthe Department's regulations and a timely

renewal application filed on February 12, 2010.Joint Application ofANA and AirJapan Page4 UPS planto implement. These operations will expand ANA and UPS's commercial relationship and provide valuable mail transportation services between the United States and Japan, and beyond Japan, to U.S. postal customers and shippers. 7. ANA requests that the statements ofauthorization requested herein remain in effect for an indefinite period, subject to the conditions normally imposedbythe Department. 8. ANA and, to the extent applicable, Air Japan accept the conditions normally applicable to codeshare authority such as requested herein; the codesharing operations will be conducted in compliance with Part 257 ofthe Department's economic regulations and all other applicable Department regulations andpolicies. 9. ANA and UPS have recently finalized the terms oftheir mail codeshare arrangement and intend to commence the proposed codeshare operations on February4, 2012, following the termination ofANA's existing mail codeshare arrangement with Continental Airlines on February 3 (see footnote 2, supra). Accordingly, ANA and Air Japan respectfully request a waiver ofthe 45-day advance filing requirement under 14 C.F.R. §212.10(d)(2).Joint Application ofANA and AirJapan Page 5
WHEREFORE, All Nippon Airways Co., Ltd. and AirJapan Co., Ltd. respectfully request that the Department grant the amended statement ofauthorization, statement of authorization and waiver, as more fully described above, and such further, different, and additional reliefas the Department may deem necessary and appropriate.

December 22, 2011 Respectfully submitted,

on, DavidM. Endersbee Zuckert, Scoutt & Rasenberger, L.L.P. 888 Seventeenth Street, NW Suite 700 Washington, DC 20006 Tel: (202) 298-8660 Fax: (202) 342-0683 Counsel for All Nippon Airways Co., Ltd. andAirJapan Co., Ltd.Appendix A

UPS U.S. Mail Codeshare on ANA/Air Japan Flights (NH/SX*)
Tokyo (NRT)- Washington (lAD) Tokyo (NRT)- New York (JFK) Tokyo (NRT)- Chicago (ORD) Tokyo (NRT- San Francisco (SFO) Tokyo (NRT)- Los Angeles (LAX) Tokyo (NRT)- Honolulu (HNL)* Tokyo (HND)- Los Angeles (LAX) Tokyo (HND)- Honolulu (HNL)*
Tokyo (NRT)- Bangkok (BKK)* (blind sectorbasis) Tokyo (NRT)- Singapore (SIN)* (blind sectorbasis) Tokyo (HND)- Singapore (SIN)* (blind sectorbasis)

*operatedbyAirJapan orANACERTIFICATE OF SERVICE
I certify that, on December 22, 2011, I caused to be served a copy ofthe foregoing Applicationbyemail upon those addressees listed below: urskr@state.gov (Department of State) keith.glatz@dot.gov (Department of Transportation) esta.rosenberg@dot.gov (Department of Transportation) thuy.cooper@dot.gov (Department of Transportation) john.allen@faa.gov (FederalAviationAdministration) dan.weiss@united.com (United/Continental) rbkeiner@crowell.com (Counsel for United/Continental) lhalloway@crowell.com (Counsel for United/Continental) gmurphy@crowell.com (Counsel for United/Continental) carl.nelson@aa.com (American) sascha.vanderbellen@delta.com (Delta) jeff.morgan@delta.com (Delta) msinick@ssd.com (CounselforAlaska) steve.morrissey@united.com (United/Continental) jonathan.linde@united.com (United/Continental) anita.mosner@hklaw.com (Counsel/or UPS) Jennifer.nowak@hklaw.com (Counselfor UPS) anbird@fedex.com (FedEx) gbleopard@fedex.com (FedEx) kevin.montgomery@polaraircargo.com (Polar) rpommer@atlasair.com (Atlas) 

# ;?ACvDavid M. Endersbee