2468 Federal Register / Vol. 80, No. 11 / Friday, January 16, 2015 / Notices 

1With respect to slot transactions, this Notice 

relates to the DOT’s practice for reviewing slot 

transactions that result from proposed airline 

mergers or acquisitions. It does not apply to DOT’s 

review of standalone slot transactions. For more 

information regarding DOT’s authority and 

proposed procedures for reviewing standalone slot 

transactions at the New York City area airports, 

please see the notice of proposed rulemaking titled, 

Slot Management and Transparency for LaGuardia 

Airport, John F. Kennedy International Airport, and 

Newark Liberty International Airport, RIN 2120– 

AJ89, available in the docket for the rulemaking at 

www.regulations.gov. 

2See 49 U.S.C. 41712, authorizing DOT to 

investigate and prohibit any unfair or deceptive 

practice or an unfair method of competition of an 

air carrier, foreign air carrier, or ticket agent. 

3Section 7 of the Clayton Act, 15 U.S.C. 18, 

prohibits mergers and stock acquisitions whose 

effect ‘‘may be substantially to lessen competition, 

or to tend to create a monopoly’’ in a relevant 

market. 

4See 15 U.S.C. 21, authorizing the Secretary to 

enforce section 7 of the Clayton Act, and 15 U.S.C. 

18, prohibiting U.S. and foreign air carrier 

acquisitions that may substantially lessen 

competition or tend to create a monopoly. 

5See 49 U.S.C. 40103(b), authorizing the FAA to 

‘‘develop plans and policy for the use of the 

navigable airspace and assign by regulation or order 

the use of the airspace necessary to ensure . . . the 

efficient use of airspace [and] to modify or revoke 

an assignment when required in the public 

interest.’’ 

6See 49 U.S.C. 40101(a), which directs the 

Secretary to consider identified matters, ‘‘among 

others,’’ as being in the public interest. See also 49 

U.S.C. 40101(d), which directs the Administrator to 

consider identified matters (including enhancing 

safety) ‘‘among others,’’ as being in the public 

interest. 

regarding ITS Program needs, objectives, 

plans, approaches, content, and 

progress. 

The following is a summary of the 

tentative meeting agenda. February 4: 

(1) Welcome and Opening Remarks, (2) 

Future + 10 Year—U.S. DOT Secretary’s 

30-year Briefing, (3) Data Policy, (4) 

Multimodal Transportation, (5) 

Institutional Issues, and (6) 

Subcommittee Organization. February 5: 

(1) Connected Vehicle Update, (2) 

Subcommittee Meetings, (3) 

Subcommittee Updates to Committee, 

and (4) Discussion of Action Items and 

Next Meeting. 

The meeting will be open to the 

public, but limited space will be 

available on a first-come, first-served 

basis. Members of the public who wish 

to participate in the meeting must 

submit a request to: Mr. Stephen 

Glasscock, the Committee Designated 

Federal Official, at (202) 366–9126, not 

later than January 28, 2015. In addition, 

for planning purposes, your request 

must also indicate whether you wish to 

present oral statements during the 

meeting. 

Questions about the agenda or written 

comments may be submitted by U.S. 

Mail to: U.S. Department of 

Transportation, Office of the Assistant 

Secretary for Research and Technology, 

ITS Joint Program Office, Attention: 

Stephen Glasscock, 1200 New Jersey 

Avenue SE., HOIT, Washington, DC 

20590 or faxed to (202) 493–2027. The 

ITS JPO requests that written comments 

be submitted not later than January 28, 

2015. 

Notice of this meeting is provided in 

accordance with the Federal Advisory 

Committee Act and the General Services 

Administration regulations (41 CFR part 

102–3) covering management of Federal 

advisory committees. 

Issued in Washington, DC, on the 13th day 

of January 2015. 

Stephen Glasscock, 

Designated Federal Official, ITS Joint 

Program Office. 

[FR Doc. 2015–00589 Filed 1–15–15; 8:45 am] 

BILLING CODE 4910–22–P 

DEPARTMENT OF TRANSPORTATION 

U.S. Department of Transportation 

Notice of Practice Regarding Proposed 

Airline Mergers and Acquisitions 

AGENCY: Office of the General Counsel, 

U.S. Department of Transportation 

(DOT). 

ACTION: Notice of DOT authorities and 

practice. 

SUMMARY: This notice explains the U.S. 

Department of Transportation’s (DOT) 

authorities and practice in the areas of 

proposed airline mergers and 

acquisitions. 

SUPPLEMENTARY INFORMATION: 

I. Background 

This Notice describes the U.S. 

Department of Transportation’s practice 

and authorities with regard to airline 

mergers and acquisitions, including 

those that involve a transfer of slots. The 

Notice is not proposing any changes, 

new procedures, or new approaches. 

II. Legal Authority To Review Slot 

Transactions Resulting From Proposed 

Airline Mergers and Acquisitions 

The DOT has authority over slot 

transactions that stem from proposed 

airline mergers and acquisitions.1 The 

authority arises from several statutory 

provisions, as outlined below. 

Under 49 U.S.C. 41712, DOT is 

authorized to prohibit airline conduct 

comparable to antitrust violations. 

Specifically, DOT may prohibit conduct 

that it determines is an ‘‘unfair method 

of competition.’’ 2 In addition, like 

several other agencies with respect to 

their regulated entities, DOT has 

independent authority under the 

Clayton Act.3 This independent 

authority derives from 15 U.S.C. 21, 

under which DOT may prohibit airline 

acquisitions and mergers that may 

reduce competition or tend to create a 

monopoly in the airline industry.4

The DOT/Federal Aviation 

Administration (FAA) also has authority 

to administer airline slots under 49 

U.S.C. 40103.5 This authority permits 

the FAA to assign the use of airspace to 

ensure its efficient use and modify or 

revoke a slot assignment when required 

in the public interest. Section 40101, 

Title 49, directs DOT and the FAA, in 

carrying out aviation programs, to 

consider certain enumerated factors, 

plus additional factors that may be 

considered in the Secretary or FAA 

Administrator’s discretion, as being in 

the public interest,6 including 

furthering airline competition. 

III. The DOT Review of Airline Merger 

or Acquisition Transactions 

With respect to DOT’s competition 

and public interest review authorities, 

DOT’s practice has been to use its 

expertise with respect to the airline 

industry to provide the Department’s 

views and otherwise assist the U.S. 

Department of Justice (DOJ) in DOJ’s 

analysis of airline mergers or 

acquisitions. The DOT will continue 

this practice for airline mergers and 

acquisitions under DOJ review. DOT 

will consult with DOJ, inform DOJ as 

early as possible regarding any 

concerns, and defer to DOJ judgment 

where DOJ determines that a merger or 

acquisition violates the antitrust laws 

and should be enjoined. The DOT will 

not duplicate review or enforcement 

activities carried out by DOJ and will 

not create undue expense or burdens 

upon parties to an airline merger or 

acquisition. 

In the event that DOT has concerns 

that fall outside the DOJ competition 

review process, DOT, in the discretion 

of the Secretary, may seek independent 

resolution of these concerns, as has been 

its practice. In doing so, DOT will work 

with the relevant parties, including DOJ, 

as it did in the recent merger between 

US Airways and American Airlines, to 

determine whether public interest 

remedies are appropriate, and if so, to 

pursue such remedies. In that case, DOT 

applied the Section 40101 public 

interest policy considerations to 

maintain and enhance service to small 

communities with respect to the merger 

between US Airways and American 

Airlines. The DOT entered into an 

agreement under which the carriers 

committed to use certain slots at Reagan 

Washington National Airport to 


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Federal Register / Vol. 80, No. 11 / Friday, January 16, 2015 / Notices 2469 

7See Agreement regarding Merger Between US 

Airways Group, Inc. and AMR Corporation, (Nov. 

12, 2013), available at http://www.dot.gov/sites/

dot.dev/files/docs/FinalAgreement_DOT_US_AA_

.pdf. Under the Agreement, New American 

committed to schedule all DCA commuter slots 

held or operated by New American entities to serve 

medium, small and non-hub airports for five years. 

preserve nonstop service from DCA to 

small and medium-sized communities.7

In the event that DOT exercises its 

public interest authority, DOT will 

confer with DOJ to ensure that any 

public interest remedies it seeks to 

impose are harmonized with any 

antitrust relief sought or imposed by 

DOJ. 

Issued in Washington, DC, on January 9, 

2015. 

Kathryn B. Thomson, 

General Counsel. 

[FR Doc. 2015–00599 Filed 1–15–15; 8:45 am] 

BILLING CODE 4910–9X–P 

DEPARTMENT OF TRANSPORTATION 

Federal Highway Administration 

[Docket No. FHWA–2014–0006] 

Draft Toll Concessions Public-Private 

Partnership Model Contract Guide 

Addendum 

AGENCY: Federal Highway 

Administration (FHWA), Department of 

Transportation (DOT). 

ACTION: Notice; Request for comments. 

SUMMARY: The Moving Ahead for 

Progress in the 21st Century Act (MAP– 

21) requires DOT and FHWA to develop 

public-private partnership (P3) 

transaction model contracts for the most 

popular type of P3s for transportation 

projects. Based on public input favoring 

an educational, rather than prescriptive 

contract model, FHWA is publishing a 

series of guides describing terms and 

conditions typically adopted in P3 

concession agreements. The publication 

and deployment of these model 

contracts is important to supporting the 

Administration’s Build America 

Investment Initiative. As part of this 

Initiative, the U.S. Department of 

Transportation is committed to 

providing technical assistance to help 

project sponsors consider project 

financing options, including P3s. 

To address the most popular types of 

P3s, FHWA is producing separate 

guides for the two most common 

agreements for concessionaire 

compensation: User tolls and 

availability payments. The Toll 

Concessions Guide (Guide) is being 

published in two parts. The first part, 

addressing the highest profile (core) 

provisions, comprises chapters 1 

through 8 of the Guide. On September 

10, 2014, at 79 FR 53825, FHWA 

published a Final Core Toll Concessions 

Model Contract Guide (‘‘Core Guide’’) 

incorporating public comments received 

in response to the Draft Core Guide 

published February 6, 2014. 

The second part, described herein as 

‘‘the Draft Addendum,’’ addresses 

additional substantive provisions that 

are proposed to comprise chapters 9 

through 28 of the Guide. It addresses a 

range of additional topics, such as 

construction performance security, 

insurance, lenders’ rights and direct 

agreements, performance standards and 

non-compliance points, consumer 

protections, government approvals and 

permits, and a number of other topics 

described further below. With this 

notice, FHWA publishes the Draft 

Addendum so that the general public 

and interested stakeholders may provide 

comments. The Draft Addendum can be 

found on the Docket (FHWA–2014– 

0006) and at the following link: http:// 

www.fhwa.gov/ipd/pdfs/p3/model_p3_

toll_concessions_addendum.pdf. This 

model contract guide has been prepared 

solely for informational purposes and 

should not be construed as a statement 

of DOT or FHWA policy. 

The FHWA values public input in the 

development of the model contract 

guides, and seeks continuing input. All 

documents in this series are available at 

the same docket (FHWA–2014–0006). 

DATES: Comments must be received on 

or before February 6, 2015. Late 

comments will be considered to the 

extent practicable. 

ADDRESSES: To ensure that you do not 

duplicate your docket submissions, 

please submit them by only one of the 

following means: 

• Federal eRulemaking Portal: Go to 

http://www.regulations.gov and follow 

the online instructions for submitting 

comments. 

• Mail: Docket Management Facility, 

U.S. Department of Transportation, 1200 

New Jersey Avenue SE., W12–140, 

Washington, DC 20590–0001. 

• Hand Delivery: West Building 

Ground Floor, Room W12–140, 1200 

New Jersey Avenue SE., between 9 a.m. 

and 5 p.m., Monday through Friday, 

except Federal holidays. The telephone 

number is (202) 366–9329. 

• Instructions: You must include the 

agency name and docket number at the 

beginning of your comments. All 

comments received will be posted 

without change to http://

www.regulations.gov, including any 

personal information provided. 

FOR FURTHER INFORMATION CONTACT: 

Mark Sullivan, Office of Innovative 

Program Delivery, (202) 366–5785, 

mark.sullivan@dot.gov, Federal 

Highway Administration, 1200 New 

Jersey Avenue SE., Washington DC 

20590; Alla Shaw, Office of the Chief 

Counsel, (202) 366–1042, alla.shaw@

dot.gov, Federal Highway 

Administration, 1200 New Jersey 

Avenue SE., Washington DC 20590, or 

Prabhat Diksit, (720) 963–3202, 

prabhat.diksit@dot.gov, 12300 W. 

Dakota Avenue, Suite 370, Lakewood, 

CO 80228. 

SUPPLEMENTARY INFORMATION: 

Electronic Access and Filing 

You may submit or retrieve comments 

online through the Federal eRulemaking 

portal at: http://www.regulations.gov. 

The Web site is available 24 hours every 

day of the year. Electronic submission 

and retrieval help and guidelines are 

available under the help section of the 

Web site. 

An electronic copy of this document 

may also be downloaded from the Office 

of the Federal Register’s home page at: 

http://www.archives.gov/federal_register 

and the Government Printing Office’s 

Web page at: http://www.gpoaccess.gov. 

Background 

The P3s are contractual arrangements 

between public and private sector 

entities that allow for greater 

participation by the private sector in the 

delivery of surface transportation 

projects and associated services. 

Generally, in addition to designing or 

building a project, a private partner in 

a P3 may be involved in financing, 

operating, and maintaining the project. 

By transferring certain risks and 

responsibilities to the private partner, 

P3s can result in more efficient and 

effective project delivery. However, P3 

contracts are more complex and of a 

much longer duration than traditional 

construction contracts. Their terms and 

conditions address many nontraditional requirements, such as 

financing arrangements and 

performance during the lengthy 

concession period. Public agencies need 

expertise to negotiate P3 concession 

agreements successfully. Section 

1534(d) of MAP–21 (Pub. L. 112–41; 126 

Stat. 405) requires the DOT to develop 

P3 contracts that could serve as a model 

to States and other public transportation 

providers in developing their own P3 

contracts. 

After considering written comments 

responding to a notice published at 78 

FR 1918 on January 9, 2013, as well as 

those received during a Listening 

Session on January 16, 2013, FHWA 


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