BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

---------------------------------------- Joint Application of :

: AMERICAN AIRLINES, INC. :

: and : DOT-OST-2011-

: QANTAS AIRWAYS LIMITED :

: under 49 U.S.C. § 41309 for : approval of Joint Business Agreement :

----------------------------------------

JOINT MOTION OF AMERICAN AIRLINES, INC. AND QANTAS AIRWAYS LIMITED FOR CONFIDENTIAL TREATMENT UNDER RULE 12

Communications with respect to this document should be sent to:

For American Airlines : For Qantas Airways :

VIRASB VAHIDI BRETT JOHNSON Senior Vice President – General Counsel Marketing and Planning ANNA PRITCHARD and Chief Commercial Officer Head of Legal – Competition American Airlines, Inc. Qantas Airways Limited MD 5634, P.O. Box 619616 203 Coward Street DFW Airport, TX 75261 Mascot New South Wales 2020 Australia KENJI C. HASHIMOTO 61 (2) 9691 5515 Vice President – annapritchard@qantas.com.au Strategic Alliances American Airlines, Inc. MD 5635, P.O. Box 619616 DFW Airport, TX 75261

WILLIAM K. RIS, JR. Senior Vice President – Government Affairs American Airlines, Inc. 1101 17th Street, NW Washington, DC 20036ROBERT A. WIRICK Director, Regulatory American Airlines, Inc. MD 5635, P.O. Box 619616 DFW Airport, TX 75261 (817) 963-0394 robert.wirick@aa.com

R. BRUCE WARK Associate General Counsel JAMES K. KALEIGH Antitrust Attorney American Airlines, Inc. MD 5675, P.O. Box 619616 DFW Airport, TX 75261 (817) 967-3458 james.kaleigh@aa.com

CARL B. NELSON Associate General Counsel American Airlines, Inc. 1101 17th Street, NW Washington, DC 20036 (202) 496-5647 carl.nelson@aa.com

June 7, 2011BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

----------------------------------------------- Joint Application of : : AMERICAN AIRLINES, INC. : and : DOT-OST-2011- QANTAS AIRWAYS LIMITED : : under 49 U.S.C. § 41309 for approval of : a joint business agreement :

-----------------------------------------------

MOTION OF THE JOINT APPLICANTS FOR CONFIDENTIAL TREATMENT UNDER 14 CFR 302.12

American Airlines, Inc. (and affiliates) and Qantas Airways Limited (and affiliates), under l4 CFR 302.12, hereby move that the Department withhold from public disclosure the

confidential documents identified in the attached index. We request that access be limited to counsel and outside experts who file affidavits in accordance with the Department’s Rule 12 procedures.In support of this motion, the joint applicants respectfully state as follows.

I. THE CONFIDENTIAL INFORMATION IS PROTECTED FROM PUBLIC DISCLOSURE UNDER FOIA The confidential information we are submitting is protected from public disclosure under various exemptions in the Freedom of Information Act, including 5 USC 552(b)(3) and 5 USC 552(b)(4).- 2 -

Exemption (3) applies where information is specificallyexempted from disclosure by a statute that “establishes particular criteria for withholding or refers to particular types of matters to be withheld.” Here, the applicable statute that triggers exemption (3) is 49 USC 40115, which authorizes the Secretary of Transportation to withhold information from public disclosure upon a finding that disclosure would “have an adverse effect on the competitive position of an air carrier in foreign air transportation.” Exemption (4) protects from disclosure "trade secrets and commercial or financial information obtained from a personand privileged or confidential." This exemption has been construed to prevent disclosure of information that is not the type usually released to the public, and that if released would cause substantial harm to the provider’s competitive position. See, e.g. , Critical Mass Energy Project v. NRC , 975 F.2d 871 (D.C. Cir. 1992) (en banc ); Gulf & Western Industries, Inc. v.

United States , 6l5 F.2d 527, 530 (D.C. Cir. l980); National Parks & Conservation Ass'n v. Kleppe , 547 F.2d 673, 684 (D.C. Cir. l976); Joint Application of Delta and Virgin Atlantic , Order 94-5-42, May 28, l994; Joint Application of United and

Lufthansa , Order 93-l2-32, December l8, l993.- 3 -

The purpose of these exemptions "is to protect the confidentiality of information which citizens provide to their government, but which would customarily not be released to the public, and to facilitate citizens' ability to confide in their government." Burke Energy Corp. v. DOE , 583 F.Supp. 507, 5l0 (D. Kansas l984). For information to qualify for exemption (4), it must be (l) commercial or financial in nature, (2) obtained from a person, and (3) privileged or confidential. See Public Citizen Health Research Group v. FDA , 704 F.2d l280, l290 (D.C. Cir. l983). The confidential information being submitted by the joint applicants satisfies this three-part test. The documents at issue are not available to the public, and disclosure is not required to further the public interest or to promote competition. See National Parks & Conservation

Ass’n v. Morton , 498 F.2d 767, 770 (D.C. Cir. 1974): information is "confidential" for purposes of exemption (4) if it would not customarily be released to the public by the person from whom it was obtained, and if disclosure is likely to haveeither of the following results: "(l) to impair the Government's ability to obtain necessary information in the future; or (2) to cause substantial harm to the competitive position of the person from whom the information was obtained."- 4 -

The joint applicants submit that public disclosure ofconfidential information they are providing would cause substantial harm to their competitive position, and could impair the Government's ability to obtain similar information on a voluntary basis from individuals in the future.

II. ACCESS TO THESE HIGHLY SENSITIVE DOCUMENTS SHOULD BE LIMITED TO COUNSEL AND OUTSIDE EXPERTS The joint applicants are submitting highly sensitive internal corporate documents. Access should be limited to counsel and outside experts who file Rule 12 affidavits stating that they will use the information only for the purpose of participating in this proceeding, and will not disclose the information to anyone other than counsel and outside experts

who have filed valid affidavits. The subject materials contain sensitive commercial information relating to the joint applicants' international planning and strategic decision-making. The information contained in these documents has not been publicly released. If released, competitors would gain valuable insights into the joint applicants' internal strategies and objectives with respect to the most competitively sensitive matters.- 5 -

In order to minimize the risk of harmful disclosure, access should be strictly limited, as requested. The joint applicants are filing five copies of their confidential documents, in sealed envelopes labeled “CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 12.” Limiting disclosure to counsel and outside experts is consistent with Department precedent and policy. See for example Joint Application of oneworld Carriers, Order 2008-11- 7, November 12, 2008, pp. 3-6; Joint Application of American

and Canadian International , Order 96-l-6, January ll, l996, p. 3. Access to the joint applicants' confidential documents should be limited in a comparable manner.

CONCLUSION The Department should grant this joint motion to withhold proprietary and commercial sensitive confidential information from public disclosure, as American and Qantas have requested herein.INDEX OF CONFIDENTIAL DOCUMENTS

AA-QF-00001- Unredacted American/Qantas Joint Business 00044 Agreement, May 6, 2011 AA-QF-00045- AA/QF, Enhanced Commerical Relationship 00056 Overview, May 7, 2010, prepared by Strategic Alliances AA-QF-00057- AA/QF Enhanced Commercial Relationship, 00069 Commercial Model Proposal, April 15, 2010, prepared by Strategic Alliances AA-QF-00070 AA/Qantas Overview for Presentation to AA’s Board of Directors, August 2009, prepared by Strategic Alliances AA-QF-00071- AA/QF, Driving Future Value, August 2009, 00078 prepared by Strategic AlliancesCERTIFICATE OF SERVICE

I hereby certify that I have this day served the foregoing document by email on the following persons: sascha.vanderbellen@delta.com jhill@dlalaw.com scott.mcclain@delta.com bill@mietuslaw.com sametta.c.barnett@delta.com mgoldman@sgbdc.com kquinn@pillsburywinthrop.com rsilverberg@sgbdc.com bkeiner@crowell.com dhainbach@ggh-airlaw.com esahr@eckertseamons.com mcmillin@woa.com bruce.rabinovitz@wilmerhale.com eskraft@jamhoff.com thomas.bolling@coair.com dpdean@jamhoff.com bob.kneisley@wnco.com dkirstein@yklaw.com robert.land@jetblue.com jyoung@yklaw.com msinick@ssd.com willim.stallings@usdoj.gov cdonley@ssd.com dwight.moore@ustranscom.mil gbleopard@fedex.com john.allen@faa.gov david.heffernan@wilmerhale.com urskr@state.gov kevin.montgomery@polaraircargo.com recohn@hoganlovells.com jrichardson@johnlrichardson.com cjsimpson@zsrlaw.com lhalloway@crowell.com pmurphy@lopmurphy.com efaberman@wileyrein.com lachter@starpower.net mroller@rollerbauer.com anita.mosner@hklaw.com howard.kass@usairways.com jennifer.nowak@hklaw.com benjamin.slocum@usairways.com gmurphy@crowell.com dan.weiss@coair.com russell.bailey@alpa.org rpommer@atlasair.com        ________________________________  CARL B. NELSON 

June 7, 2011