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 20036 
ROBERT 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, 2011 
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 : 

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 specifically 

exempted 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 person 

and 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 have 

either 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 of 

confidential 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 Alliances 

 
CERTIFICATE 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