[Public Version]

\\DC - 033583/000001 - 4998645 v6 BEFORE THE DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

Joint Application of ) ) AIR TAHITI N UI ) SOCIÉTÉ AIR F RANCE ) D ELTA AIR L INES , I NC. ) KONINKLIJKE L UCHTVAART M AATSCHAPPIJ N.V. ) DOCKET DOT-OST-2013-0077 ALITALIA-C OMPAGNIA AEREA I TALIANA S. P .A. ) ) Under 49 U.S.C. §§ 41308 and 41309 ) for approval of and antitrust immunity ) for alliance agreements )

[ PUBLIC VERSION]
RESPONSE OF JOINT APPLICANTS TO DOT ORDER 2013-7-21 REQUESTING ADDITIONAL INFORMATION

August 22 , 2013[Public Version]

\\DC - 033583/000001 - 4998645 v6 Communications with respect to this document should be sent to: Evelyn D. Sahr James G. Ehrig Eckert Seamans Cherin & Mellott, LLC 1717 Pennsylvania Avenue, NW 12th Floor Washington, D.C. 20006 Phone: +1 202 659 6622 Fax: +1 202 659 6699 esahr@eckertseamans.com jehrig@eckertseamans.com Counsel for AIR TAHITI NUI Andrea Fischer Newman, Senior Vice President, Government Affairs Alexander Van der Bellen, Managing Director, Government Affairs and Associate General Counsel DELTA AIR LINES, INC. 1212 New York Avenue, NW Suite 200 Washington, DC 20005 Phone: +1 202 842 4184 sascha.vanderbellen@delta.com Rita Ciccone General Counsel & Vice President Legal and Corporate Affairs ALITALIA-COMPAGNIA AEREA ITALIANA S.p.A. Piazza Almerico da Schio. Pal RPU 00054 Fiumicino (Roma), Italy Phone: +39 06 65635136 ciccone.rita@alitalia.it Richard D. Mathias Zuckert, Scoutt & Rasenberger, L.L.P. 888 Seventeenth Street, NW, Suite 600 Washington, DC 20006-3309 Phone: +1 202 973 7917 Fax: +1 202 342 0683 rdmathias@zsrlaw.com Counsel for ALITALIA-COMPAGNIA AEREA ITALIANA S.p.A. Robert E. Cohn Patrick R. Rizzi Hogan Lovells US LLP 555 Thirteenth Street, NW Washington, DC 20004 Phone: +1 202 637 4999/5659 Fax: +1 202 637 5910 robert.cohn@hoganlovells.com patrick.rizzi@hoganlovells.com Counsel for SOCIÉTÉ AIR FRANCE and KONINKLIJKE LUCHTVAART MAATSCHAPPIJ N.V. Laurent Timsit, Vice President – European and International Affairs SOCIÉTÉ AIR FRANCE 45, rue de Paris F-95747, Roissy CDG Cedex Paris, France[Public Version]

\\DC - 033583/000001 - 4998645 v6 BEFORE THE

DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

Joint Application of ) ) AIR TAHITI N UI ) SOCIÉTÉ AIR F RANCE ) D ELTA AIR L INES , I NC. ) KONINKLIJKE L UCHTVAART M AATSCHAPPIJ N.V. ) DOCKET DOT-OST-2013-0077 ALITALIA-C OMPAGNIA AEREA I TALIANA S. P .A. ) ) ) A UGUST 22, 2013 Under 49 U.S.C. §§ 41308 and 41309 ) for approval of and antitrust immunity ) for alliance agreements )

[ PUBLIC VERSION]
RESPONSE OF JOINT APPLICANTS TO DOT ORDER 2013-7-21 REQUESTING ADDITIONAL INFORMATION
Air Tahiti Nui (“Air Tahiti Nui”), Société Air France (“Air France”), Delta AirLines, Inc. (“Delta”), Koninklijke Luchtvaart Maatschappij N.V. (“KLM”), and AlitaliaCompagnia Aerea Italiana S.p.A. (“Alitalia”) (collectively, the “Joint Applicants”) hereby respond to DOT Order 2013-7-21, which requested supplemental information concerning the Joint Application. The grant of antitrust immunity is clearly in the public interest. Air Tahiti Nui and Air France desire to deepen their existing arms’-length relationship to form a joint venture for LAX-CDG (and beyond) service. The AF-TN Joint Venture will create a broader network, offer increased nonstop frequencies (supported by increased traffic flows), provide optimized routings, itineraries, and time-of-day[ Public Version ] Supplemental Information Responses Page 2

\\DC - 033583/000001 - 4998645 v6 coverage, and offer lower combined fares. Given the compelling public interest benefits of the Joint Application and important principles of international comity and regulatory harmony, the Joint Applicants urge the Department promptly to issue an Order determining that the record is complete and establishing a procedural schedule. The Joint Applicants respond as follows to the Department’s request for additional information:
1. To supplement the application, provide a more detailed description of the structure, scope, and procedures of the proposed joint venture and clarify its relationship to the existing, broader SkyTeam joint venture. Response : Air France and Air Tahiti Nui supplement the description of the Joint Venture set forth in the Joint Application 1 as follows: The AF-TN Joint Venture Agreement details Air France’s and Air Tahiti Nui’s plans and objectives for future transatlantic integration between them, including the implementation of a “common bottom line” (with its revenues being shared between Air France and Air Tahiti Nui according to a formula) and incentives to maximize benefits for consumers and the Joint Venture as a whole. Air France and Air Tahiti Nui will jointly manage the Joint Venture with a single joint management committee overseeing four joint working groups managing their respective commercial activities. The management committee and working groups shall each be comprised of employees from both Air France and Air TahitiNui. It is anticipated that the members would include appropriate Senior Vice1 A description of the structure, scope, and procedures of the AF-TN Joint Venture is set forth on pages 12-13, 15-16, and 21-43 of the Joint Application and in the AF-TN Joint Venture Agreement itself (Appendix D to the Joint Application, confidential treatment requested).[ Public Version ] Supplemental Information Responses Page 3

\\DC - 033583/000001 - 4998645 v6 President, Vice-President and/or Director (or equivalent) level management personnel with responsibilities for the subject matters in question. [confidential][ Public Version ] Supplemental Information Responses Page 4

\\DC - 033583/000001 - 4998645 v6 [end confidential] The Joint Venture provides for coordination, metal neutrality, and revenuesharing involving foreign air transportation on the LAX-CDG trunk route and for freeflow code-sharing beyond CDG. 2 The Bilateral Coordination Agreements between Air Tahiti Nui, on the one hand, and each of the other Joint Applicants, on the other hand, and the Multilateral Cooperation Agreement among all of the Joint Applicants encompass foreign air transportation via transatlantic routings. The request for antitrust immunity does not encompass foreign air transportation between the United States and French Polynesia (including LAX-PPT), between the United

2 The AF-TN Joint Venture also covers certain Tahiti – Europe services via LAX-CDG, but – as explained below – that does not involve foreign air transportation and thus is not within the scope of the Joint Application.[ Public Version ] Supplemental Information Responses Page 5

\\DC - 033583/000001 - 4998645 v6 States and the South Pacific, or between the United States and other international destinations served via transpacific routings. The proposed AF-TN Joint Venture will involve coordination in the areas of schedules, capacity planning, pricing, inventory/yield/revenue management, codesharing, passenger sales, marketing, and joint purchasing, among others, with respect to their nonstop passenger flights between LAX and CDG:  Schedules and Capacity Planning [confidential][ Public Version ] Supplemental Information Responses Page 6

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[end confidential]

 Pricing, Inventory, and Yield Management; Revenue Sharing [confidential ][ Public Version ] Supplemental Information Responses Page 7

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[end confidential]

 Codesharing The AF-TN Joint Venture will enable Air Tahiti Nui to significantly expand its network through expanded free-flow codesharing on Air France’s LAX–CDG flights and on beyond–CDG passenger flights operated by Air France. On this subject, the AF-TN Joint Venture Agreement provides:

“Codesharing LAX-CDG: In order to maximise passenger traffic and revenues generated by the Joint Venture, [confidential]

[end confidential] BEYONDS: In order to enhance service options for the traveling public as well as Air Tahiti Nui’s competitive presence in Europe and[ Public Version ] Supplemental Information Responses Page 8

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Air France’s competitive presence with respect to passenger flights to Tahiti, [confidential]

[end confidential]

 Passenger Sales and Marketing The Alliance Agreements provide for closer cooperation among the Joint Applicants in marketing, promotion, and distribution. This effort will entail the coordination of their sales forces, commission/incentive programs for various customer groups ( e.g. , travel agents, corporations, governments, consolidators, tour operators, and other customer groups), joint marketing efforts and campaigns, standardization of programs and contracts, expansion through coordination of discount and incentive programs, enhanced coordination of frequent flyer programs, and the integration of related systems.

[confidential][ Public Version ] Supplemental Information Responses Page 9

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[end confidential]  Joint Purchasing The AF-TN Joint Venture Agreement also provides that the Joint Venture Partners [confidential] [end confidential]

In particular, please: (a) Provide the definition and meaning of “transatlantic routing” as used in the Joint Application, the AF-TN Joint Venture Agreement, and Antitrust Compliance Protocols. Response : The Joint Applicants seek approval and antitrust immunity for Alliance Agreements, 3 including a Joint Venture Agreement between Air France and Air Tahiti Nui, a Coordination Agreement among the five Joint Applicants, and Bilateral Cooperation Agreements between Air Tahiti Nui and each of the other Joint Applicants. The Joint Application seeks antitrust immunity for the Alliance Agreements to the extent that they involve “foreign air transportation over transatlantic routings”. “Transatlantic routing” in the context of the Joint Application

3 “Alliance Agreements” is defined in the Joint Application at 11 & n.8.[ Public Version ] Supplemental Information Responses Page 10

\\DC - 033583/000001 - 4998645 v6 means foreign air transportation between the United States and international destinations involving itineraries with transatlantic flights operated by the Joint Applicants. The proposed AF-TN Joint Venture involves transatlantic routings over the LAX-CDG segment. However, Air Tahiti Nui desires the opportunity to have the ability to coordinate with the other Joint Applicants in the future over other transatlantic routings.

(b) Describe the specific routes that are covered by the proposed AF/TN joint venture. For additional clarity, please also indicate whether, and to what extent, the sample list of itineraries below would be covered. To the extent that more than one of the applicants operates a flight on a segment shown below, please explain whether the coverage under the proposed AF/TN joint venture changes. If the answer differs based upon which direction the passenger is traveling, the identities of the operating carriers, or the carrier codes on the ticketed itinerary, please explain. Also, for each of these itinerary types, describe who will make scheduling, pricing, and revenue management (availability) decisions and how they will be made (e.g., on the basis of what prorate agreements). In each case, describe how metal neutrality will be achieved across all itinerary types and paths, despite the exclusion of some SkyTeam carriers from the AF-TN joint venture agreement.

PPT-LAX (either direction), PPT-LAX-CDG (either direction), PPT-LAX-CDG-VIE (either direction, including all AF/KL destinations behind CDG), and PPT-LAX-CDG-FCO (either direction, including all AZ destinations behind FCO).

Response : The AF-TN Joint Venture will include flights operated by Air France and Air Tahiti Nui on the Los Angeles-Paris nonstop trunk route and on certain flights beyond Paris operated by Air France. The AF-TN Joint Venture includes PPT-LAX-CDG (and PPT-LAX-CDG-beyond CDG) itineraries; however, antitrust immunity is not requested for such itineraries because they do not involve[ Public Version ] Supplemental Information Responses Page 11

\\DC - 033583/000001 - 4998645 v6 foreign air transportation as defined by 49 U.S.C. § 40102. This answer is the same regardless of which direction the passenger is traveling, whether Air France or Air Tahiti Nui is the operating carrier, or which carrier codes on the ticketed itinerary. PPT-LAX (either direction). The Joint Venture will not include PPT-LAX in either direction. With respect to PPT-LAX, Air France and Air Tahiti Nui will continue to make independent scheduling, pricing, and revenue management decisions for their own flights. This position is consistent with the view of the Government of French Polynesia which “wholeheartedly supports” this hybrid approach involving (i) arms’-length codesharing on the LAX–Tahiti route and (ii) the immunized AF-TN Joint Venture alliance on the transatlantic routes. 4 Air France and Air Tahiti Nui make independent decisions regarding how much inventory is made available to consumers at different fare levels between PPT and LAX. However, because Air France and Air Tahiti Nui sell seats from each other’s inventory, it is necessary for them to communicate to “map” fare buckets, but that consists solely of identifying the class of inventory of each carrier that will be made available by the operating carrier to the marketing carrier for codeshare sales at the fare levels independently determined by each carrier. Class mapping is a mechanism used throughout the industry to map the differing fare “buckets” from one airline to the other and to enable the operating carrier to place the passengers of the marketing carrier into the appropriate bucket of the operating carrier for revenue management purposes. Air France and Air Tahiti Nui already use class

4 Letter from the President of French Polynesia to the President of Air Tahiti Nui, dated January 21, 2013. Exhibit JA-1 to the Joint Application.[ Public Version ] Supplemental Information Responses Page 12

\\DC - 033583/000001 - 4998645 v6 mapping for their arms’-length codesharing arrangement. The JV Partners do not share non-public information concerning seat inventories for the LAX-PPT segment, and such class mapping communications do not require antitrust immunity. PPT-LAX-CDG; PPT-LAX-CDG-VIE; PPT-LAX-CDG-FCO

. Passenger itineraries between PPT and Europe (travelling over the LAX-CDG trunk route) and connecting on Air France flights beyond CDG are encompassed by the AF-TN Joint Venture Agreement. However, such itineraries are not included in the request for antitrust immunity because they do not involve “foreign air transportation” (as defined in 49 U.S.C. § 40102). Nonetheless, Air France and Air Tahiti Nui state that they will not coordinate pricing on PPT-CDG itineraries (in either direction), but will coordinate seating allocation, revenue management, and settlement on such itineraries. The AF-TN Joint Venture envisions a financial settlement of incremental revenues from all passengers travelling on the CDG-LAX trunk route. LAX-CDG. Delta will make the pricing decisions ex-U.S., and Air France will make pricing decisions ex-Europe for LAX-CDG O&D passengers. The pricing delegations are set up to harmonize with the structure of the Air France/KLM/Delta/Alitalia TATL JV, pursuant to which Delta makes the pricing decisions for U.S. points-of-sale. That is a very effective and efficient delegation given Delta’s expertise in home-market pricing from the U.S. and the lack of presence and capability for Air France to perform that function in the U.S. Since Delta already performs all ex-U.S. pricing for Air France, the Joint Applicants do not want to disturb that structure. The AF-TN Joint Venture will provide for revenue[ Public Version ] Supplemental Information Responses Page 13

\\DC - 033583/000001 - 4998645 v6 management coordination on the LAX-CDG flights, and price and financial settlement for local LAX-CDG itineraries. LAX-Beyond CDG. The AF-TN Joint Venture will provide for price coordination for LAX-beyond CDG (on Air France) itineraries. As previously stated, Delta will make the pricing decisions ex-U.S., and Air France will make pricing decisions ex-Europe for LAX-CDG O&D passengers as well as for LAX-beyond CDG O&D passengers. The financial settlement under the Joint Venture will include the LAX-CDG portion of LAX-CDG-beyond (on Air France) passengers. LAX-beyond CDG itineraries will be subject to a prorate revenue allocation mechanism, using the Adjusted Weighted Mileage (“AWM”) methodology to allocate revenue to each particular segment based on distance flown, subject to adjustments. This structure will benefit consumers substantially because it will enable the JV Partners to price more aggressively. For example, Air France’s current promotional published fare for Los Angeles to Frankfurt (via CDG) is $475 USD (VLPX77US fare) plus a fuel surcharge of $258. The current limited agreement between Air France and Air Tahiti Nui on the beyond CDG-FRA segment does not allow Air Tahiti Nui to match it because Air Tahiti Nui’s portion would not cover the marginal cost on the transatlantic sector. But, under the proposed AF-TN Joint Venture, [confidential][ Public Version ] Supplemental Information Responses Page 14

\\DC - 033583/000001 - 4998645 v6 [end confidential] (c) Explain how cooperation would be handled when the applicants are operating flights that contain some passengers that are covered by the joint venture and others that are not. For example, since both AF and TN fly all segments on the PPT-LAX-CDG route, but are only seeking antitrust immunity for their cooperation on “transatlantic routings,” there may be some passengers on the companies’ aircraft that are covered by the joint venture and others that are covered by other marketing, sales, and prorate arrangements. How will the pricing, capacity management, and importantly, revenue management, be handled separately for those distinct categories of passengers? Under these circumstances, would the operating carrier have the incentive to prioritize seat inventory for LAX-PPT passengers, on which it would not share revenue, over the seat inventory for Europe-PPT or LAX-Europe passengers, on which it would share revenue? Response : It is not uncommon in alliances for some passengers over certain segments to be on itineraries that are covered by a Joint Venture (or by ATI) and others that are not. For example, before the merger of Delta and Northwest,[ Public Version ] Supplemental Information Responses Page 15

\\DC - 033583/000001 - 4998645 v6 domestic U.S. segments operated by Delta and Northwest contained local domestic O&D passengers who were not covered by the immunized Delta-Northwest-Air France-KLM Joint Venture, while other passengers on those domestic segments with U.S.-Europe itineraries were covered by the Joint Venture. Likewise, before the merger of United and Continental, domestic O&D passengers were not covered by the immunized Star Atlantic Plus-Plus joint venture, while U.S.-Europe passengers traveling on domestic U.S. segments were covered by the Joint Venture. There will be no coordination between Air France and Air Tahiti Nui over the PPT-LAX segment, just like there was no coordination between Delta and Northwest and between United and Continental on domestic U.S. segments. Each carrier will set its own prices and make its own revenue management determinations on that segment. Revenue/seat management will be established through a normal industry class mapping mechanism, pursuant to which the carriers will identify the class of inventory of each carrier that will be made available by the operating carrier to the marketing carrier for codeshare sales at the fare levels independently determined by each carrier.

(d) Describe the extent to which services to PPT will remain covered by the existing, broader SkyTeam joint venture and how any overlap will be reconciled for purposes of the JVs and to what extent the economic incentives for the member carriers promote metal neutrality
. Response : PPT is a destination covered under the SkyTeam TATL Joint Venture. The only member of the SkyTeam Alliance that serves PPT with its own[ Public Version ] Supplemental Information Responses Page 16

\\DC - 033583/000001 - 4998645 v6 metal is Air France. Delta lists its code on Air France’s flights between LAX and PPT. Air France’s flights on the LAX-PPT segment are included in the Air France/KLM/Delta/Alitalia TATL Joint Venture financial settlement. However, the proposed AF-TN Joint Venture does not include PPT-LAX itineraries and LAX-PPT flights. With respect to PPT-Europe itineraries, as previously noted, antitrust immunity is not requested for such itineraries because they do not involve foreign air transportation. In any event, Air France and Air Tahiti Nui will not coordinate pricing with respect to PPT-Europe itineraries. With respect to LAX-CDG and beyond-CDG routes, since these are routes covered by the Air France/KLM/Delta/Alitalia TATL Joint Venture, Delta will retain governance rights with respect to Air France’s operations on such routes and Air France’s share of the revenue generated by the AF-TN Joint Venture will be contributed by Air France to the Air France/KLM/Delta/Alitalia TATL Joint Venture revenue pool for financial settlement purposes. For the reasons discussed in the Joint Application and supplemented below, the AF-TN Joint Venture will establish a metal neutral partnership that will create economic incentives for Air France and Air Tahiti Nui to act for the good of the Joint Venture enterprise, rather than each carrier’s self-interest. Since Air France’s share of the AF-TN Joint Venture will be contributed to the Air France/KLM/Delta/Alitalia TATL Joint Venture, the grant of antitrust immunity for the other Alliance Agreements among the Joint Applicants will create economic[ Public Version ] Supplemental Information Responses Page 17

\\DC - 033583/000001 - 4998645 v6 incentives for all of the Joint Applicants to promote the success of the AF-TN Joint Venture.

(e) Describe how pricing will work in the proposed joint venture and whether it will be handled by one party or another depending upon direction or the specific origin and destination for the ticketed itinerary
. Response : Air France will be responsible for Europe point-of-sale pricing for the LAX-CDG (and beyond) flights, as it currently does under the Air France/KLM/Delta/Alitalia TATL Joint Venture. Delta will continue to beresponsible for U.S. point-of-sale pricing for the LAX–CDG (and beyondCDG) flights, as it currently does under the Air France/KLM/Delta/Alitalia TATL Joint Venture.

2

. Consumer benefits achieved through alliances derive from both the scope of the combined network and the alignment of economic incentives. Moreover, the Department has routinely stated that grants of antitrust immunity should be reserved for cases where substantial consumer benefits will be realized, such as through the linking of networks, and where those consumer benefits could not be readily achieved through other less anticompetitive means (see, e.g., Order 2010-9-4, at 1). Please explain how the Joint Applicants’ limited arrangement is compatible with the aforementioned policy and describe how substantial benefits will derive from the proposed alliance given the limited scope of the proposed alliance, even within its geographic scope (e.g., AZ and TN do not have the same underlying commercial arrangements as AF/TN, limiting the network cooperation even among SkyTeam members). Response : Air France is Air Tahiti Nui’s natural partner for a Joint Venture, based on the deep political, cultural, and economic relationships between French Polynesia and France, the fact that Air France and Air Tahiti Nui are both French carriers sharing unique cultural and business interests, the fact that France is the[ Public Version ] Supplemental Information Responses Page 18

\\DC - 033583/000001 - 4998645 v6 primary destination for travelers between PPT and Europe, and the fact that Air France is the only airline that has a hub at Paris—Air Tahiti Nui’s principal European gateway. Air France’s most important strategic assets supporting the LAX-CDG route are its large beyond-CDG network, large frequent flyer base, and corporate accounts. In the absence of antitrust immunity, Air France will use these strategic assets to benefit its own flights. Without an immunized Joint Venture, Air France has no incentive to allow Air Tahiti Nui to access its beyond-CDG network, since those passengers would otherwise fly on Air France’s metal between LAX and CDG. Nor would Air France otherwise be willing to give Air Tahiti Nui access to its frequent flyer base or corporate accounts for transatlantic travel on Air Tahiti Nui, when those passengers would otherwise fly on Air France. The immunized Joint Venture, however, will eliminate the self-interest incentives and allow the carriers to create a broader network, offer new flights, increase frequencies (supported by increased traffic flows), provide their customers with optimized routings, itineraries, and time-of-day coverage, and offer lower combined fares (since each AF-TN Joint Venture Partner shares in the revenue generated by the other – rather than just its own metal services). A joint venture arrangement represents the deepest, most integrated form of alliance cooperation, with the potential to create the greatest degree of public benefits for consumers and communities. The AF-TN Joint Venture Agreement will enable Air Tahiti Nui and Air France to create a metal-neutral common economic interest by sharing[ Public Version ] Supplemental Information Responses Page 19

\\DC - 033583/000001 - 4998645 v6 revenues from coordinated foreign air transportation on the LAX–CDG trunk route. This arrangement will ensure that each carrier is fairly compensated for the value of its respective contribution to the AF-TN Joint Venture as a whole and will maximize each carrier’s incentive to pursue services, sales, and marketing initiatives for the benefit of the Joint Venture. Having a common economic interest will also empower the Joint Venture to benefit consumers significantly through the introduction of new flights, optimized schedules, expanded availability of discount seats, lower fares resulting from the elimination of incentives for each carrier to build in separate profit markups on codeshare flights, reduced costs, improved elapsed times, increased flight routings, and joint fare initiatives. Indeed, the Department and others have recognized that these consumer benefits typically result from immunized alliances and joint ventures, such as the one proposed here. 5 The AF-TN Joint Venture will foster frequency and capacity increases on the LAX–CDG trunk route. Under the AF-TN Joint Venture, Air Tahiti Nui [confidential]

5 2010 oneworld ATI, DOT Order 2010-2-8 at 30; Delta/Virgin Blue/Pacific Blue, DOT Order 2011-5-8 at 13; U.S.-Japan Alliance Case, DOT Order 2010-10-4 at 13; SkyTeam II ATI, DOT Order 2008-4-17 at 15.[ Public Version ] Supplemental Information Responses Page 20

\\DC - 033583/000001 - 4998645 v6 [end confidential] As a result of the immunized AF-TN Joint Venture, Air France will also be able to offer [confidential] [end confidential] Under the immunized Joint Venture, Air France and Air Tahiti Nui will enhance time-of-day coverage. As the Joint Application noted, the summer 2013 schedule for Air Tahiti Nui’s LAX–CDG flight has an early afternoon LAX departure and a late morning CDG departure.

July 2013 Schedule (LAX–CDG) – Daily Flights

Departure Time – LAX Departure Time – CDG TN 13:10 11:30 AF 15:45 10:30 AF 18:30 13:35

Air Tahiti Nui and Air France offer almost wingtip-to-wingtip morning departures from CDG (only about an hour apart). Morning CDG departures are considered prime-time departures. Neither carrier would unilaterally remove itself from that time period. However, under the metal-neutral AF-TN Joint Venture, the carriers will have the incentive to optimize schedules for the good of the Joint Venture and the travelling public. [confidential][ Public Version ] Supplemental Information Responses Page 21

\\DC - 033583/000001 - 4998645 v6 [end confidential] The AF-TN Joint Venture will also enable Air Tahiti Nui to significantlyexpand its network through expanded free-flow codesharing on Air France’s LAXCDG and beyond–CDG flights. With respect to new on-line service benefits, Air Tahiti Nui’s European network will initially expand by up to [confidential ][ Public Version ] Supplemental Information Responses Page 22

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[end confidential]

. These are important and valuable benefits for consumers. Passengers value frequent and convenient service because the availability of travel options increases the likelihood that they will be able to find seats, discount fares, and timely service. Furthermore, on connecting flights, passengers must be able toobtain seats on each of the legs necessary to link the point-of-origin to the point-ofdestination and in both directions. By combining the Air France and Air Tahiti Nui networks, passengers will be afforded more service options for mixing and matching outbound and return paths between the United States and Europe and between Europe and Tahiti. These synergies will yield time savings, enhanced convenience, increased travel options, and lower average fares. Flight connections between the AF-TN Joint Venture Partners would also be greatly enhanced as a result of co-locating and sharing their facilities at CDG by moving Air Tahiti Nui from Terminal 2A to Terminal 2E/F. Air Tahiti Nui is currently located in Terminal 2A of CDG, which is a lengthy walk to Air France’s main section of the airport located in Terminal 2E/2F. Due to Air Tahiti Nui’s remote location, currently U.S. travelers from Los Angeles to Paris on Air Tahiti Nui flights have a difficult time making connections out of CDG on Air France. With the AF-TN Joint Venture, Air Tahiti Nui will move to the 2E/2F Terminal next to Air[ Public Version ] Supplemental Information Responses Page 23

\\DC - 033583/000001 - 4998645 v6 France, making it easier for U.S. travelers to connect out of CDG to points beyond in Europe. The co-location and sharing of facilities at this large gateway airport will generate substantial cost savings, facilitate seamless metal-neutral operations, and greatly enhance the passenger experience and connectivity. In the absence of immunity and the resulting increased traffic flows and enhanced connectivity from the metal-neutral Joint Venture, there is no incentive toexpend the requisite resources and make the necessary investments to colocate and share facilities. The expanded codesharing and schedule coordination within the framework of the AF-TN Joint Venture Agreement will enable the carriers to increase traffic flows over their combined network, increase aircraft utilization, and more efficiently utilize airport/ground personnel and facilities, and thereby reduce unit operating costs and achieve economies of density superior to those achieved by carriers thatcodeshare on a non-immunized basis. The higher load factors generated by “metalneutral” sales, increased connecting traffic flows, joint pricing, and inventory/revenue management will also translate into a reduction in the Joint Venture Partners’ marginal operating costs; and the integration of transatlantic pricing, sales and marketing functions should result in a reduction in the Joint Applicants’ administrative costs. This, in turn, will result in lower costs for
passengers. In addition to the above benefits, the AF-TN Joint Venture will provide Air Tahiti Nui with the opportunity to participate in multiple frequent flyer mile/award[ Public Version ] Supplemental Information Responses Page 24

\\DC - 033583/000001 - 4998645 v6 programs. Because Air Tahiti Nui currently is not in an alliance, it does not have access to an interchangeable frequent flyer program. Travel between Los Angeles and Paris involves a large quantity of potential frequent flyer miles, and Air Tahiti Nui’s inability to tap into an alliance’s frequent flyer programs limits its competitive effectiveness as some passengers, especially those traveling for business, frequently choose an airline based on the frequent flyer miles and awards offered for their travel. Air France is not prepared to give Air Tahiti Nui access to its frequent flyer program in the absence of an immunized joint venture. The grant of antitrust immunity is essential to mitigate the potential risk of proceeding with full implementation of the Alliance Agreements. The centerpiece of the alliance is the “metal neutral” AF-TN Joint Venture Agreement, involving the sharing of revenue, risk, and benefits. Simply put, due to the unacceptable risk of antitrust litigation, the Joint Applicants cannot and will not proceed in the absence of immunity. The Department has consistently found that there is a clear and legitimate need for antitrust immunity, particularly to allay antitrust exposure risks with respect to second-stage joint venture agreements:

“These second-stage commercial agreements, such as the [Air France-Air Tahiti Nui Joint Venture Agreement], involve revenue and benefit-sharing arrangements that create a greater risk of antitrust litigation and potential antitrust liability, even though we have tentatively found that the alliance expansion will not substantially reduce competition.” DOT Order 2006-12-17, at 17.[ Public Version ] Supplemental Information Responses Page 25

\\DC - 033583/000001 - 4998645 v6 The Department made a similar determination in granting ATI to the Star Alliance (which included a number of small European airlines): “The specific terms of [the Star Alliance Agreement], with its emphasis on metal neutrality, create a risk of antitrust litigation.” DOT Order 2009-4-5 at 18. Because Air Tahiti Nui is a very small player in a highly competitive transatlantic market, the benefits of this alliance can be achieved without any potential harmful competitive effects. As discussed in detail in Section VI of the Joint Application, the grant of antitrust immunity will not result in a substantial reduction in competition. As pointed out in the Joint Application, the conclusion that there would be no competitive harm in the Los Angeles-Paris market is consistent with the Department's tentative findings with respect to nonstop overlap routes in the U.S.- Japan Alliance case. In that case, there were six nonstop overlap routes involving a reduction in the number of nonstop competitors, compared to only one here. There, the Department found that the reduction in nonstop competitors “would not significantly affect competition on the city-pair level, including nonstop overlap markets.” DOT Order 2010-10-4 at 12. One of the overlaps in the U.S.-Japan case involved a reduction of nonstop competitors from 2 to 1 (Washington-Tokyo) and another involved a reduction from 4 to 2 (Chicago-Tokyo). Id. at 9. The Department found no competitive harm on the Washington-Tokyo and Chicago-Tokyo routes, noting that “because these markets serve as trunk routes for connecting traffic for one or both ATI Applicants, the carriers face strong disincentives to cut capacity and raise prices.” Id. at 12. This finding is equally applicable here, because each[ Public Version ] Supplemental Information Responses Page 26

\\DC - 033583/000001 - 4998645 v6 carrier’s Los Angeles-Paris flights will serve as the key trunk routes, facilitating connecting traffic between the Joint Venture carriers’ networks, and because there are substantial alternative competitive services over other gateways to discipline the carriers’ behavior. Air Tahiti Nui is a small unaligned air carrier based in a geographically remote location, with a very limited presence in the U.S.–Paris, U.S.–France, and U.S.–Europe markets. It needs to join an antitrust-immunized alliance with a global network carrier in order to be an effective transatlantic competitor and enhance its long-term position in the global marketplace. The Department has granted antitrust immunity to relatively small alliances involving similar relatively modest network expansions. French Polynesia is a distant country located in the middle of the South Pacific, and so, by virtue of geography, there are not large numbers of third-country beyond points that can be served by the alliance. The primary network expansion will be garnered by Air Tahiti Nui, a small transatlantic operator, which will gain access to Air France’s vast network beyond Paris. The Department granted antitrust immunity to an alliance between American and Lan Chile despite very limited beyond connectivity. There was a small domestic market in Chile beyond Santiago, and American already directly served most major destinations in South America. Nonetheless, the Department found that approval of the alliance would promote additional network traffic flows and was consistent with the public interest and the new open skies agreement with Chile.[ Public Version ] Supplemental Information Responses Page 27

\\DC - 033583/000001 - 4998645 v6 See DOT Order 99-4-17. Similarly, the Department granted antitrust approval to an alliance between United and Air Canada. At that time, the limited transborder U.S.- Canada open skies agreement did not cover beyond service to third countries. Even though the scope of the United-Air Canada alliance involved only bilateral service between the two countries, the Department found that “the procompetitive effects ofglobal alliances can be particularly evident in the case of behind- and beyondgateway markets where many passengers now lack convenient online service . . . theproposed alliance will significantly increase competition in the behind- and beyondgateway U.S.-Canada markets.” DOT Order 97-6-30 at 27. Finally, Air Tahiti Nui points out that the Department has long encouraged small, unaligned airlines to participate in antitrust immunized alliances. Applications to add smaller foreign airlines to an existing immunized alliance have been consistently approved by the Department, even though the smaller carrier did not materially expand the alliance networks. See, e.g., 2007 Star ATI, DOT Orders 2006-12- 17 & 2007-2-16 (LOT and TAP join Star Alliance); 2001 Star ATI, DOT Order 2001-1-19 (Austrian joins Star Alliance); 2011 Star ATI, DOT Order 2011-11- 16 (Brussels Airlines joins Star Alliance when Brussels Airlines served the United States only on a codeshare basis); 2007 Star ATI, DOT Order 2007-9-12 (bmi joins Star Alliance as a full member); 2010 oneworld ATI, DOT Orders 2010-2-8 and 2010-7-8 (Finnair and Royal Jordanian obtain immunity as part of oneworld). Like the smaller carriers that were added to the immunized Star and oneworld alliances, Air Tahiti Nui needs to participate in an antitrust-immunized alliance to realize the[ Public Version ] Supplemental Information Responses Page 28

\\DC - 033583/000001 - 4998645 v6 economies of scope and density that arise from participating in a larger, more integrated network. Linking Air Tahiti Nui to the existing immunized alliance through the Air France-Air Tahiti Nui Joint Venture, the Multilateral Cooperation Agreement, and the Bilateral Coordination Agreements between Air Tahiti Nui and each of the other Joint Applicants is fully consistent with those precedents. Air Tahiti Nui should be treated no differently than the other small, unaligned carriers.

3. Please describe how the applicants intend to achieve the reduction of double marginalization, as described in the Joint Application at 39, and estimate the potential value to consumers overall and U.S. consumers in particular.

Response : Carriers operating under arms’-length codeshare agreements typically each include a profit mark-up on their respective segments, so that passengers traveling on such interline connections pay a “double markup”. Antitrust immunity, particularly with a joint venture, eliminates the incentives for the carriers to include separate profit margins on connecting routes. The common economic interest created by antitrust immunity provides carriers with the incentive to eliminate the double mark-up and reduce their interline fares. Examples of the reduced fares that result from the elimination of double marginalization by the “common economic incentive” of an immunized Joint Venture are shown below.[ Public Version ] Supplemental Information Responses Page 29

\\DC - 033583/000001 - 4998645 v6 Origin Destination Lowest AF-TN Interline Fare ($)* Lowest

SkyTeam JV ATI Fare ($) (without double mark-up) $ Lower % Lower

LAX FRA 1467 991 476 32% LAX ROM 1324 977 347 26% LAX ZRH 1150 872 278 24% LAX MAD 1308 814 494 38% LAX NCE 1182 954 228 19% * The AF-TN Interline Fares were constructed by combining Air Tahiti Nui’s lowest promotional LAX-CDG fare with the SPA rates Air France offers Air Tahiti Nui from CDG on the beyond-CDG segment. Fares are inclusive of fuel surcharge. Previous economic studies have shown that the elimination of double marginalization results in fare decreases of approximately 15 percent. 6 The elimination of the double mark-up benefits consumers through lower interline fares, as well as the carriers through increased demand.

4. Will both the TN and AF flights carry the DL code on the LAX-CDG and LAX-PPT segments and will Delta SkyMiles members based in the United States earn miles, including elite qualifying miles, on TN-operated flights to/from both CDG and PPT? Response : Air France will carry the Delta code on its LAX-CDG flights. Air Tahiti Nui desires to carry the Delta code on its LAX-CDG flights in the future, but an agreement with Delta has not yet been reached. Air Tahiti Nui currently has a frequent flyer agreement with Delta which provides for a reciprocal redeem-only relationship on sectors across the Pacific, which was originally entered into with Northwest Airlines and retained after the Delta-Northwest merger. Should Air

6 See e.g., J.K. Brueckner, International Airfares in the Age of Alliances: The Effects of CodeSharing and Antitrust Immunity , R EVIEW OF E CONOMICS AND STATISTICS 85: 105-118 (2003).[ Public Version ] Supplemental Information Responses Page 30

\\DC - 033583/000001 - 4998645 v6 Tahiti Nui carry the Delta code on its LAX-CDG flights, Delta SkyMiles members based in the U.S. would be able to earn miles, including elite miles, on Air Tahiti Nui-operated flights from both CDG and PPT.

5. Typically, airline partners engage in bilateral or multi-lateral cooperation at “armslength” as a first step in building a mutually beneficial partnership. What efforts have been made to optimize arms-length cooperation prior to this application and why is immunity and a joint venture necessary to link the parties networks on a single “trunk route” (LAX-CDG)? Please address the question generally and then with respect to each of the following areas: (a) Code sharing and marketing support – How will the new codeshare operate differently from the existing AF-TN code share? How many additional points will be added and why is a grant of antitrust immunity necessary to add them? Why is a joint venture necessary for a full reciprocal code share? Are there any steps that could yet be taken with respect to marketing support and frequent flyer cooperation?
Response : Air France and Air Tahiti Nui have engaged in reciprocal arms’- length codesharing since 2003, for service between PPT and LAX and between LAX and Paris. Thus, for the past 10 years, the carriers already have taken the “first step” in the development of a mutually beneficial partnership. The two carriers now desire to broaden and deepen their relationship through a mutually beneficial joint venture which will expand consumer benefits beyond those achievable through arms’-length agreements on the core LAX-CDG trunk route. The new AF-TN codeshare agreement will be “free flow”, a notable difference from the current block space codeshare agreement between Air France and Air Tahiti Nui. In arms’-length relationships, carriers enter into codesharing opportunistically and seek to avoid the cost of traffic diversion on routes where they have a[ Public Version ] Supplemental Information Responses Page 31

\\DC - 033583/000001 - 4998645 v6 competitive advantage. As a result, arms’-length codeshare agreements are often negotiated on an individual city-pair basis and tend to be narrow in scope. That situation has characterized the past relationship between Air France and Air Tahiti Nui. They have limited codesharing on only one of Air France’s LAX-CDG flights and no codesharing beyond CDG. Antitrust immunity increases carriers’ economic incentives to codeshare on a broader basis. As discussed in the Response to Information Request No. 2, Air France’s “crown jewels” are its extensive beyond-CDG network, its large frequent flyer base, and its corporate accounts. Without the common economic interest created by the immunized Joint Venture, there is no economic incentive for Air France to allow Air Tahiti Nui to gain access to these important strategic assets, when those passengers would otherwise use Air France. The immunized Joint Venture, however, eliminates the self-interest incentives, and will allow the carriers to create a broader network, offer new flights, increase frequencies (supported by increased traffic flows), provide their customers with optimized routings, itineraries, and time-of-day coverage, and offer lower combined fares (since each AF-TN Joint Venture Partner shares in the revenue generated by the other – rather than just its own metal services). Allowing Air Tahiti Nui to place its code on Air France’s beyond-CDG flights will enable Air Tahiti Nui to increase traffic flows over the critical LAX-CDG trunk route, which will expand its transatlantic competitive presence and improve connectivity of service between Europe and Tahiti via Los Angeles (with no[ Public Version ] Supplemental Information Responses Page 32

\\DC - 033583/000001 - 4998645 v6 coordination with respect to local LAX-PPT passengers). As noted in the Joint Application and above (in response to Information Request No. 2), with antitrust immunity, Air Tahiti Nui’s European network will initially expand by up to [confidential ] [end confidential] By increasing Air Tahiti Nui’s traffic flows over the critical LAX-CDG trunk route, Air Tahiti Nui will become a stronger competitor in all of its markets, not only across the Atlantic, but over its non-immunized transpacific routes as well. In addition, antitrust immunity eliminates the incentive for the carriers to build in separate profit margins on connecting routes and provides the carriers with the incentive to reduce their interline fares. Carriers operating under arms’-length codeshare agreements typically charge a profit mark-up on their respective segments, resulting in a double markup from the combination of each carrier’s segments under normal interlining arrangements. With antitrust immunity and a metal-neutral Joint Venture, the carriers have the incentive to eliminate the double mark-up. As noted in the Response to Information Request No. 3, the elimination of double marginalization between Air France and Air Tahiti Nui will result in substantial decreases in the interline fares between Air France and Air Tahiti Nui. Antitrust immunity coupled with a joint venture produces consumer benefits that exceed those generated by antitrust immunity alone. By establishing a “metal neutral” common bottom line, a joint venture maximizes incentives for the partners to (i) efficiently code-share without restrictions, (ii) agree on schedules that increase passenger convenience by adding new flights or shifting flights to provide broader[ Public Version ] Supplemental Information Responses Page 33

\\DC - 033583/000001 - 4998645 v6 time-of-day coverage, and (iii) route customers between city-pairs via the most efficient routing regardless of which carrier operates the flight(s). These incentives are not present under non-immunized codesharing, or even with antitrust immunity in the absence of a joint venture. In addition, economies of density arise because the increased traffic will enable the carriers to (i) increase frequencies, (ii) use larger and more efficient aircraft, (iii) increase their load factors, (iii) increase aircraft use (more flight hours per day), and (iv) use fixed ground facilities and personnel more intensively. Thus, not only is there an increase in demand due to the higher quality product created by the antitrust immunized joint venture, but there is also an increase in demand due to lower prices resulting from lower costs.

(b) Breadth of network – Why is the joint venture agreement limited to cooperation between AF and TN, thus excluding other members of the SkyTeam immunized alliance (and joint applicants in this proceeding) such as Alitalia? Response : The reason the Joint Venture does not include other SkyTeam members is because only Air France operates nonstop flights between Los Angeles and Paris, and only Air France operates a hub beyond CDG. Air France is the natural partner for an alliance with Air Tahiti Nui given (i) the longstanding political, cultural, and economic relationships between French Polynesia and France, discussed in the Joint Application (at p.4), (ii) that France is the primary destination for travelers between PPT and Europe, (iii) that Air France and Air Tahiti Nui are both French carriers sharing unique cultural and business interests, and (iv) that Air[ Public Version ] Supplemental Information Responses Page 34

\\DC - 033583/000001 - 4998645 v6 France is the only airline that has a hub at Paris, Air Tahiti Nui’s most important European gateway. Air Tahiti Nui has also determined that it would be too burdensome and costly to become a member of SkyTeam. Its size, tiny market niche, and the distant geographic location of its home base in PPT make it better suited to participate in a limited joint venture with its natural European partner, Air France. Air Tahiti Nui believes that the costs and burdens imposed on Air Tahiti Nui joining SkyTeam and a complex, multi-party joint venture, merely to obtain a Joint Venture covering a single trunk route, would far outweigh the benefits. Air Tahiti Nui does not have the resources or manpower required to participate in the global joint venture enterprise, particularly given that only one trunk route is involved in the proposed Alliance. It is not necessary for every alliance partner to be part of every Joint Venture, particularly where, as here, there is no overlap with other SkyTeam members on the trunk LAX-CDG route, and no benefit to the inclusion of additional partners to the AF-TN Joint Venture. There is no conflict between the proposed Joint Venture and the existing TATL Joint Venture. We note that other joint ventures approved by the Department did not include all of the other alliance members serving the region. For example, Star partners Asiana and Air Canada (both of which serve Japan) did not join the United/Continental/ANA joint venture. The fact that the Joint Applicants each have other alliance partners is not unusual, and in no way affects the potential public benefits that will be produced by the grant of this Joint Application. The Joint Applicants request[ Public Version ] Supplemental Information Responses Page 35

\\DC - 033583/000001 - 4998645 v6 antitrust immunity in order to allow for potential future coordination with the other existing TATL Joint Venture partners, in other markets which are unrelated to the primary purpose of the proposed Joint Venture covering the LAX-CDG route. (c) Co-location – To what extent will AF, TN, and the other immunized SkyTeam partners co-locate at CDG and LAX, and why is a grant of immunity necessary to achieve this objective? Response : If the Joint Application is approved, the Joint Venture Partners will co-locate and share their facilities at CDG. Air Tahiti Nui will move from CDG Terminal 2A to Terminal 2E/F where Air France is located. See Joint Application Exhibit JA-6. For the same reasons that Air France does not have the incentive to give Air Tahiti Nui access to its beyond-CDG network in the absence of the immunized Joint Venture, so too Air France has no incentive to give Air Tahiti Nui access to its CDG facilities. In the absence of immunity and the resulting increased traffic flows and enhanced connectivity from the metal-neutral Joint Venture, there is no incentive to expend the requisite resources and make the necessary investments to co-locate and share facilities.

6. If the JV is implemented, what specifically do you expect to happen to prices and capacity? Absent the JV, what would happen? Address all segments, but pay special attention to whether either or both carriers would decrease, increase, or maintain capacity between LAX and PPT. In light of AF’s current restructuring efforts, which include evaluating route profitability, what are AF’s plans for continuing to serve PPT? Response : See Response to Information Request No. 2. The AF-TN Joint Venture will promote frequency and capacity increases on the LAX–CDG trunk route. Air Tahiti Nui [confidential][ Public Version ] Supplemental Information Responses Page 36

\\DC - 033583/000001 - 4998645 v6 [end confidential] As a result of the immunized AF-TN Joint Venture, Air France will also be able to offer [confidential] [end confidential] Under the immunized Joint Venture, Air France and Air Tahiti Nui will enhance time-of-day coverage. As the Joint Application noted, the summer 2013 schedule for Air Tahiti Nui’s LAX–CDG flight has an early afternoon LAX departure and a late morning CDG departure. Air Tahiti Nui and Air France offer almost wingtip-to-wingtip morning departures from CDG (only about an hour apart). Morning CDG departures are considered prime-time departures. Neither carrier would unilaterally remove itself from that time period. However, under the metal-neutral AF-TN Joint Venture, the carriers will have the incentive to optimize schedules for the good of the Joint Venture. [confidential][ Public Version ] Supplemental Information Responses Page 37

\\DC - 033583/000001 - 4998645 v6 [end confidential] The Joint Applicants are unable to predict what will happen to fares in the future, other than to reiterate the previous discussion that interline fares between Air France and Air Tahiti Nui will be lower as a result of the Joint Venture and the elimination of double marginalization. As the Joint Application explains, Los Angeles is a highly competitive market with many competitors offering service to Paris and Europe over many other U.S. gateways. The Joint Applicants expect that fares will be fully competitive. With service provided to Europe and between LAX and CDG by the three major antitrust immunized alliances, the Department can be assured that the benefits and efficiencies of the proposed Alliance will be passed on to consumers. The open entry provisions of the U.S.-EU open skies agreement will ensure that no carrier could charge supra-competitive prices. This has been a cornerstone of U.S. aviation policy. As the Department has stated: “even if a transaction creates a partnership with a preponderant market share, the transaction would not substantially reduce competition if competitors have free and open access to the marketplace.” DOT Order 2001-3-4 at 12. [confidential] [end confidential][ Public Version ] Supplemental Information Responses Page 38

\\DC - 033583/000001 - 4998645 v6 7. Describe in detail AF and TN’s annual financial performance on the PPT-LAX-CDG route, breaking out the performance by segment and describing the relative revenue and traffic contributions of the Europe-originating, France-originating, U.S.- originating, Tahiti – originating, and other-country-originating segments for the past three years. (Remember to include documentation as directed above.) Response : Air France and Air Tahiti Nui are separately providing their respective confidential data and response to the Department for this Information Request No. 7. See Exhibits JA-R-AF-1, JA-R-AF-2.

8. Please explain how the protocols the Joint Applicants intend to implement will preclude coordination of pricing on LAX-PPT itineraries despite the Joint Applicants’ coordination of pricing on CDG-PPT itineraries.

Response : The JV Partners reiterate that, contrary to what is stated in the question, Air France and Air Tahiti Nui will not coordinate pricing on CDG-PPT itineraries. Air France and Air Tahiti Nui also note that the Antitrust Compliance Protocols were adopted as an additional assurance to eliminate any hypothetical concerns the Department may have had about spillover between immunized and non-immunized activities. But, the Department has granted antitrust immunity in other cases without such protocols and where the risk of spillover was greater than here. For example, the Department has granted antitrust immunity to alliances subject to carve-outs from the immunity for certain nonstop routes and fare categories without imposing special conditions to address any hypothetical spillover between the immunized and non-immunized segments. See, e.g., SkyTeam I ATI,[ Public Version ] Supplemental Information Responses Page 39

\\DC - 033583/000001 - 4998645 v6 DOT Order 2002-1-6, at 6 & Appx. A; American/LanChile, DOT Order 1999-9-9, at 21 and Appx. A; United/Air Canada, DOT Order 1997-9-21, at 18 & Appx. A.Air France and Air Tahiti Nui will be able to manage the immunized and nonimmunized segments without running afoul of the antitrust laws, just as these other carriers did (even without protocols in place). Indeed, in this case, the demarcation line (between what is and is not immunized) is even clearer than in the cited immunity carve-out situations, in which the same route had immunized and nonimmunized elements. Air France and Air Tahiti Nui will engage in immunized coordination only with respect to LAX-CDG-Europe services. Air France and Air Tahiti Nui will notcoordinate or exchange any competitively sensitive information related to any U.STahiti routings, nor will Air Tahiti Nui share any competitively sensitive information with American Airlines. The Antitrust Compliance Protocols will help ensure that this is the case. They prohibit the exchange of data and information related to transpacific routings, thereby preventing spillover from immunized transatlantic activities to non-immunized activities. In effect, the Antitrust Compliance Protocols permit the exchange of competitively sensitive information and coordination relating only to foreign air transportation via transatlantic routings but prohibit such activities with respect to transpacific and other air transportation. [confidential][ Public Version ] Supplemental Information Responses Page 40

\\DC - 033583/000001 - 4998645 v6

[end confidential] The Antitrust Compliance Protocols provide clear direction to the employees of both carriers concerning the scope of permissible coordination, limit the kinds of information that can be exchanged, and ensure that such direction and limitations will be properly communicated to employees. The Antitrust Compliance Protocols also govern the kinds of data and information that will be exchanged between the Joint Venture Partners. By prohibiting the exchange of data and information related to non-transatlantic routings, the Antitrust Compliance Protocols will prevent spillover from transatlantic to transpacific markets (such as LAX – PPT). The Antitrust Compliance Protocols permit the exchange of only certain kinds of non-public, competitively sensitive data and information relating only to transatlantic operations between the Joint Venture Partners. Conversely, the Antitrust Compliance Protocols prohibit the exchange of data and information relating to transpacific routings.[ Public Version ] Supplemental Information Responses Page 41

\\DC - 033583/000001 - 4998645 v6 Data 9.Prior to and after the filing of this application, DOT staff consulted with the Joint Applicants’ representatives concerning the scope of data that the Department would likely require in analyzing this application. The Department further requested that the data provided in support of the immunity request conform to certain specifications. A copy of the data request by the Department is attached. Although the applicants have made a number of efforts to submit the data requested using the required specifications, we have determined that there are still some deficiencies in the submissions that require correction or clarification: (a) Air France must resubmit its response to the attached Origin and Destination data request with fare data converted to U.S. Dollars.
Response : Air France submits its O&D data set with fare data converted in to U.S. Dollars on the enclosed CD. See Exhibit JA-R-AF-3. Air France used the below IATA average quarterly conversion rate:

(b) Air Tahiti Nui should clarify whether the four data files submitted with the same content but with descriptions stating that the files represent four different geographical areas are indeed correct, are consistent with what the carrier intended to submit, and are fully and accurately responsive to the Department’s request for Origin and Destination data as specified in the attachment to this order.[ Public Version ] Supplemental Information Responses Page 42

\\DC - 033583/000001 - 4998645 v6 Response : Air Tahiti Nui confirms that the data files it submitted were correct, consistent with what it intended to submit, and are responsive to the Department’s request for Origin and Destination data.

10. With regard to the applicants’ MIDT submission, do the Joint Applicants object to a limited public disclosure by the Department of aggregated market share (including nonstop and connecting share) from the data set? Response : The Joint Applicants do not object to the limited public disclosure by the Department of aggregated market share data, including nonstop and connecting shares, from the data submitted by the Joint Applicants to support the Department’s decision in this proceeding.\\DC - 033583/000001 - 4998645 v6 CERTIFICATE OF SERVICE

I hereby certify that a copy of the foregoing Response of Joint Applicants has been served this 22 nd day of August 2013, upon the following addresses:

francis.heil@aa.com robert.wirick@aa.com howard.kass@usairways.com benjamin.slocum@usairways.com thomas.bolling@united.com dan.weiss@united.com todd.homan@dot.gov peter.irvine@dot.gov reese.davidson@dot.gov bob.goldner@dot.gov paul.gretch@dot.gov esta.rosenberg@dot.gov urskr@state.gov gmlindsey@lawa.org info@airlineinfo.com

Jonathan Echmalian