BEFORE THE U.S. DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

________________________________________ ) Application of ) ) NORWEGIAN AIR INTERNA TIONAL LIMITED ) ) Docket No. OST--2013-0204 for an exemption under 49 U.S.C. § 40109 and ) a foreign air carrier permit pursuant to ) 49 U.S.C. § 41301 (US-EU Open Skies) ) _________________________________________ )

REPLY OF NORWEGIAN AIR INTERNATIONAL LIMITED

Communications with respect to this document should be addressed to:

Josh Romanow Peter Nelson PILLSBURY WINTHROP SHAW PITTMAN LLP 2300 N Street, N.W. Washington, D.C. 20037 Tel: (202) 663-8000 Fax: (202) 663-8007 E-mail: romanow@pillsburylaw.com E-mail: peter.nelson@pillsburylaw.com February 21, 2014 Counsel for NORWEGIAN AIR INTERNATIONAL LIMITED1 BEFORE THE U.S. DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

________________________________________ ) Application of ) ) NORWEGIAN AIR INTERNA TIONAL LIMITED ) ) Docket No. OST--2013-0204 for an exemption under 49 U.S.C. § 40109 and ) a foreign air carrier permit pursuant to ) 49 U.S.C. § 41301 (US-EU Open Skies) ) _________________________________________ )

REPLY OF NORWEGIAN AIR INTERNATIONAL LIMITED

Norwegian Air International Limited (“ Norwegian International”) submits its reply in accordance with the Department’s Notice of January 30, 2014 (the “Notice”), as amended. Norwegian International recently received its Air Operator Ce rtificate (“AOC”) from the Irish Aviation Authority (“IAA”) and its Operating License from the Irish Commission for Aviation Regulation and on Fe bruary 20, 2014, operated its first revenue flight. Norwegian International is a fully ope rational air carrier dul y licensed by Ireland, a Member State of the European Union (“EU”). As such, it is entitled to the full operating rights provided under the open skies U.S.-EU Air Transport Agreement (the “Open Skies Agreement” or the “Agreement”). The Depart ment should now conclude this proceeding, so Norwegian International can bring long-awaited new service and a competitive transatlantic option to the U.S. traveling public. As Norwegian In ternational plans to commence service immediately and before April 1, 2014, any further procedural delay would directly harm Norwegian International and the traveling public.2 I. NORWEGIAN INTERNATIONAL HAS SATISFIED THE ELEMENTS OF THE DEPARTMENT’S STREAMLINED APPLICATION PROCEDURES AND IS ENTITLED TO APPROVAL Norwegian International’s application for U.S. operating author ity has produced a classic David and Goliath aviation story, 1 where a newly-formed airline with a handful of aircraft and a business plan to offer low- cost transatlantic se rvice and long overdue competition is under siege by th e large immunized alliance car riers, with thousands of aircraft and routes, and by the U.S. and European trade union s representing the pilots and flight attendants who operate alliance aircra ft. The answers of the parties who have filed in objection to Norwegian Intern ational’s application (referred to herein as the “Objecting Parties”) are a transparent attempt to distort the Department’s streamlined procedures for handling these proceedings, adopted by the U.S.-EU Joint Committee (the “Joint Committee”). 2 The goal of the Objecting Parties is clear: to delay and impede Norwegian International’s plans to provide competitive se rvice on a handful of tr ansatlantic routes in 2014 using eight aircraft that will challenge the three immunized gl obal alliances that together operate over 11,000 aircraft 3 and control 87% of transatlantic traffic. 4

1 Norwegian International and its affiliates are familiar with story, where entrenched interests resist new competition. More than a decade ag o, Norwegian International’s pare nt company Norwegian Air Shuttle ASA successfully challenged the domina nt carrier in the Scandinavian ma rket, to the undisputed benefit of leisure and business travelers alike and to the community and economy at large. 2 See Application Procedures for Foreign Air Carriers of the European Union (Feb. 19, 2009) available at http://www.dot.gov/sites/dot.gov/files/docs/Appli cation%20Procedures%20for%20EU%20carriers-02-19- 2009.pdf (the “Stream lined Procedures”). 3 Based on statistics reported by the alliances at http://www.starallianceemployees.com/index.php?id=162 &type=1; http://www.skyteam.com/en/About-us/P ress/Facts-and-Figures/; and http://www.one world.com/news-information/oneworld -fact-sheets/onewor ld-at-a-glance/. 4 Edward Russell, Capacity Grip Tight on Transatlantic Market , F LIGHT G LOBAL (Aug. 20, 2012), available at http://www.flightglobal.com/news/ar ticles/analysis-capacity-grip-tight -on-transatlantic-market-375623/. See also Comments of the Washingt on Airports Task Force (Feb. 13, 2014) (“Airline concentration over the last few years within the U.S., and indeed with in the broader worldwide air transport industry, has increased fares and further depressed the demand for travel, to the detriment of passengers and the economies of the United States and other countries.”).3 No basis for further delay exists. Norwegian International: (1) has received its AOC and Operating Licen se and thus qualifies as an airline of the EU and its Member States entitled to exer cise the rights granted in Article 3 of the Agreement; (2) consistent with Article 4 of the Agreement, has submitted every piece of information “in the form and manner pres cribed” by the Department’s Streamlined Procedures 5 and is thus entitled to the “grant [of] appropriate authorizations ... with minimum procedural delay”; 6 (3) pursuant to Article 6 bis of the Agreement, is entitle d to reciprocal recognition by the Department of the fitness and citizenship determination made by the Irish aviation authorities; and (4) has received explicit endorsement for Departmental approval from: (a) the delegation of the EU and its Member States at the Joint Committee meeting on January 8, 2014; (b) Norwegian Minister of Transport and Communications Ketil Solvik-Olsenin; 7 and (c) Irish Minister for Transpor t, Tourism and Sport Leo Varadkar. 8 Confronting these simple facts, the Objec ting Parties have resorted to repetitive pleadings aimed at persuading the Department to initiate exhaustive factual inquiries that

5 See Streamlined Procedures. Indeed, Norwegian In ternational has submitted more information than required by the Streamlined Procedures in an effort to aid the Department in its decision-making process. Although not required and outside of the scope of this proceeding, Norwegian In ternational has provided information on its business rationale, its hiring practices, and its salary information – information that historically has not been provided by other similarly situated applicants – in an effort to receive its authority in a timely manner from the Department. 6 Open Skies Agreement, at art. 4. 7 Letter from the Royal Norwegian Minister of Transport and Communications to Secretary of Transportation Anthony R. Foxx (Feb. 3, 2014). 8 Letter from the Irish Department of Transport, Tour ism and Sport to Secretary of Transportation Anthony R. Foxx (Feb. 13, 2014).4 are outside of the scope of the Streamlined Procedures and not releva nt to a decision in this proceeding. 9 Doing as the Objecting Parties s uggest would be unprecedented in a proceeding under the Open Skies Agreement.

II. FILINGS BY THE OBJECTING P ARTIES DISTORT THE MEANING AND PURPOSE OF THE OPEN SKIES AGREEMENT The principal arguments 10 of the Objecting Parties hi nge on a two-part contention with respect to Article 17 bis of the Agreement, neither of which has merit. The first contention is that Article 17 bis empowers the Department, acting unilaterally, to deny authorization to an EU airline even though (1) that airline has received an AOC and Operating License from an EU Member State and (2) its application to the Department has been endorsed by the EU in the Joint Committee, by the Member State government that issued the AOC and operating license, a nd by the government of the country of the nationality of the individuals who substantially own and effec tively control the airline. The second contention is that Article 17 bis establishes substantive labor standards that Norwegian has violated. Each prong of this argument is fundamentally flawed. In its Consolidated Reply, Norwegian Inte rnational laid out in detail why the language, purpose, and negotia ting history of Article 17 bis do not support the view that

9 Indeed, no legal basis exists to deviate from the Streamlined Procedures. The only bases for deviation relate to (1) questions about whether the conditions prescribed in Article 4 of the Agreement for the grant of authorizations have been met (see the Streamlined Proc edures at para 3(a)), in which case the U.S. is to advise those authorities directly or (2) criteria c oncerning air carrier control (see the Streamlined Procedures at para. 4(a)), in which case such chan ges must be communicated to the other Party. The Objecting Parties’ feeble attempts to question whether Ireland has properly applied the principal place of business test to Norwegian International have been resolved by Ireland’s issuance of the AOC. If the U.S. has questions regarding an EU Member State’s licensing determinations, the proper venue to address these is through the Joint Committee pursuant to the Streamlined Procedure. 10 Despite the limited scope of the Notice, the answer s filed by several of the Objecting Parties raise arguments regarding whether approval of Norwegian International would serve the “public interest.” Norwegian International’s Consolidated Reply describe d the ways in which Norwegian International will promote the public interest through new service, competitive fares, economic development, and support of the U.S. aviation industry as a leading Boeing cu stomer. See Consolidated Reply of Norwegian Air International Limited (Dec. 31, 2013) (the “Consolidated Reply”).5 the article allows the Department to deny No rwegian International’s application. The Answers of the Objecting Parties offer no ne w arguments to rebut this analysis. For example, one of the Objecting Parties a sserts in sweeping terms that Article 17 bis was included “precisely to prevent” the practi ce of enticing airlines to “shop around for a better deal.” 11 This assertion is simply wrong. 12 Were it correct, it would eviscerate the most important right obtained by the EU and its Member States in the Agreement: the right of every European citizen to establ ish, own, and control an airline in any EU Member State and to operate that airline from any point in the EU to any point in the United States. Moreover, it would be at odds with the four fundame ntal pillars of the single market that form the basis of the European Union, namely the free movement of goods, persons, services and cap ital between Member States. 13 The Objecting Parties would have preferre d an Article 17 bis that conformed to their pr otectionist desires, but it is not the Article 17 bis that was negotiated by the U.S. and the EU. 14 The Objecting Parties’ second contenti on that Norwegian International would “undermine labor standards . . . contai ned in the Parties’ respective laws” 15 and that its actions and business plans “violate” Article 17 bis is likewise fatall y flawed. Norwegian

11 Answer of AFL-CIO, and Transportation Trades Department, AFL-CIO (Feb. 14, 2014), at 3. 12 See Consolidated Reply, at 8-12. 13 See The EU Single Market: Genera l Policy Framework (Jan. 1, 2014), available at http://ec.europa.eu/internal_market/top_layer/index_en.htm. 14 The Objecting Parties criticize Norway and Ireland as well as the European Union for “ignor[ing]” and “walking away from” Article 17 bis (Answer of AFL-CIO, at 3) and attack the EU delegation for views that ALPA terms “mystifyingly at odds with the purposes se t out in the preamble [of th e Open Skies agreement] and in the plain text of Article 17 bis.” (Answer of Air Line Pilots Association to DOT Notice (Feb. 14, 2014), at 15.) What is actually mystifying is that th ese Objecting Parties would arrogate to themselves the right to pronounce the intent of the European Unio n and its Member States. The Objecting Parties are certainly free to voice their opinions and advance their interpretations—they have done so at great length in this docket—but it is inappropriate for them to malign the bona fides of sovereign states that were actual negotiators of the Agreemen t, not mere observers. 15 Open Skies Agreem ent, at art. 17 bis

.6 International is offering competitive wages and working conditions to all of its employees. 16 The decision of the Irish government to grant an AOC and Operating License, coupled with the letter from Minister Vara dkar, make clear that Ireland does not agree with this assertion about Norwegian Internatio nal’s allegedly corrosive effects. Nor do Norway and the European Union, based on the le tter from Minister Solvik-Olsen and the EU presentation at the Joint Committee. The Objecting Parties have pointed to nothing in the “respective laws” of the European Union or any of its Member States that Norwegian International’s business model w ould violate. Instead, their asse rtions appear to be based on their conclusion that Norwegian Interna tional does not measure up against amorphous “labor standards” they themselves have invented.

III. THE FACTS IN TH E DEPARTMENT’S NOTICE SUPPORT NORWEGIAN INTERNATIONAL’S PRO-CONSUMER BUSINESS MODEL At the request of several of the Objecti ng Parties, the U.S. Government asked the European Union to provide information on the affiliated Norwegian airlines at the January 8, 2014 meeting of the Joint Committ ee—precisely the process envisioned for consideration of the social effects of the Open Skies Agreement in Articles 17 bis and 18. Displeased with the information presented to the Joint Committee, the Objecting Parties have resorted to a grab-bag of allegations and questions in an attempt to fill the gap between the information presented by the EU delegation and their sinister depiction of Norwegian International’s motives. Indeed, th e Objecting Parties, largely ignoring the

16 The number of Americans seeking employment with Norwegian International is a testament to the attractiveness of the employment terms it offers. Se e More Than 5,500 Americans Want to Work for Norwegian Air (Jan. 31, 2014), available at http://media.norwegian.com/en/#/pressreleases/more-than-5- 500-americans-want-to-work-for-norwegian-air-955535 (the “Employment Press Release”).7 information provided by the EU delegation, ha ve offered their own version of the “true goal and purpose” 17 for Norwegian’s decision to estab lish an airline in Ireland, leaving unstated how they would have the Department “conclusively establish the true facts,” as certain of the Objecting Pa rties so quaintly put it. 18 The Department, consistent with long-established precedent should not allow a li censing proceeding to be misused in this fashion, and should instead direct its atte ntion to several sa lient “true facts”: (1) As an airline with an AOC from an EU Member State, Norwegian International enjoys substantia lly greater traffic rights than do carriers with an AOC from a non-EU state, such as Norway. For example, the rights contained in the comprehensive air transport agreements between the EU a nd both Canada and Is rael have not been extended to Norwegian carriers: thus, a Norw egian airline does not ha ve the right to fly to either of these countries from, for exampl e, the UK or Spain; a carrier from an EU Member State, in contrast, is so authorized. Equally limiting is the fact that none of the many “horizontal mandate agreements” ne gotiated by the Commission and the Member States with third countries allow a Norweg ian airline to exercise the traffic rights available to airlines of the EU Member States. These agreements do, however, allow ownership and control of an airline of an EU Member St ate by nationals of European Free Trade Association countries, i.e., Norw ay, Iceland, and Liechtenstein. Currently, several hundred existing bilateral air servi ces agreements between EU Member States and third countries have been amended to allo w carriers from other EU Member States to exercise traffic rights under such agreemen ts. As the Norwegian group’s leadership looked to significant international expansion in the future, backed by large U.S. aircraft

17 Answer of AFL-CIO, at 2. 18 Joint Answer of Delta Air Lines, Inc., United Airlines, Inc., and Amer ican Airlines, Inc. (Feb. 13, 2014), at 2.8 orders, it was a fully rational de cision to establish an air carr ier in an EU Member State, something that is explicitly authorized by Eu ropean law as well as by the Open Skies Agreement. (2) The Objecting Parties’ focus on Norweg ian’s business rationale for locating in Ireland not only misses the point about the advantages offered by Ireland that were cited by the EU delegation, but also fails to rec ognize that the selection of a headquarters location is a business decision akin to select ing an airport hub or fleet of aircraft and therefore outside of the factors to be considered by the Department. 19 These advantages—better aircraft financing due to Ireland’s adherence to the Cape Town Convention and its status under the Orga nization for Economic Cooperation and Development “home country” understanding, as well as the “considerable aviation cluster” and “highly regarded aviation authority” 20 in Ireland providing robust safety and regulatory oversight—were not reasons for se lecting Ireland over Norway but rather for choosing Ireland instead of other EU Member States. Norwegian International’s business decision to establish its principal place of bus iness in Ireland was lawful, rational, and based on many commercial factors. The Obj ecting Parties make decisions based on their

19 Department precedents demonstrate a strong preference against interven tion in airline business decisions. See, e.g., Order 92-5-30 (May 15, 1992), at 12 (“In view of the industry's deregulation, such matters as employee hiring and salaries should be determined by the private parties—labor and management—rather than the government”); Order 91-5-3 (May 3, 1991), at 5 (TWA has made a business decision to sell these routes . . . It would be totally improper for us to second-guess the wisdom of this decision”); Order 89-1-56 (Jan. 30, 1989), at 3 (“It has been and continues to be our policy to allow carriers to operate freely in markets that are available, according to their market assessment and business judgment.”); Order 85-8-25 (Aug. 9, 1985), at 6 (citing range of instances in which the Department allowed carrier management to make business decisions “without unn ecessary regulatory interference”). 20 Notice, at 1. Norwegian International’s business decisi ons to locate in Ireland, to establish crew bases in a number of different countries, and to use recruitment agencies for initial hiring were based on an array of corporate, financing, legal, and regulatory environm ent considerations, consistent with its long term business plan. The business plan includes options for aircraft financing, aircraft registration, corporate governance, future growth, brand im age, overall company strategy, empl oyee satisfaction and retention, tax consequences, aviation expertise and other matters. To suggest that any single factor “explains” Norwegian’s decision disregards how an effective business manages its operations for success.9 own business, financial, environmental, and commercial goals within the existing legal and regulatory frameworks in which they ope rate. Norwegian International’s motivations should not be second-guessed by the United Stat es any more than the EU should secondguess the decisions of American, Delta, and United to incorporate in the State of Delaware rather than in Te xas, Georgia, or Illinois. 21 (3) As the information contained in the Department’s Notice illustrates, the pilots and flight attendants of Norwegian Internati onal will be compensated at levels that are not substantially different from the salaries earned by counterparts at airlines in the United States, Europe, and other parts of th e world. These levels of compensation and other conditions of employment cannot be characterized as cons tituting “low” labor standards or “unfair” wages. Like any co mpetent business, Norwegian International researched the salary levels and terms a nd conditions of employment offered by its competitors, including in the U.S., to ensure the competitiveness of its own employment terms. Whether the salaries and benefits provided to the pilots and flight attendants of Norwegian International conform to every as pect of the compensation arrangements for the mainline pilots and flight attendants operating aircraft for American, Delta, and United (or even other U.S. carriers like FedEx, UPS, and Southwest) cannot be a relevant line of inquiry in this proceeding. With both captains and first officers at Norwegian International receiving average gross paymen ts of over $100,000 annually, it is hard to take seriously the statements of U.S. labor union leaders that Norweg ian is acting “at the

21 See Certificates of Incorporation available at http://www.aa.com/content/images/amrcorp/aag-certificateof-incorporation.pdf ; http://ir.delta.com/files/doc_downloa ds/governance/Certificate5109.pdf ; http://www .sec.gov/Archives/edgar/data/100517/000119312510221657/dex41.htm.10 expense of middle-class jobs.” 22 Likewise, the fact that some 5,500 Americans applied for the initial 300 U.S.-based flight a ttendant positions with the Norwegian group 23 – positions offering average gross payments well in excess of $30,000 – strongly suggests that, far from being “ an affront to middle-class airline jobs ,” 24 Norwegian International offers Americans seeking employment, includ ing first-time employment, an enormously appealing and valuable opportunity. (4) In the Notice, the EU delegation st ated that Norwegian group employees “are organized in labor unions” and that the group has “no tradition of discouraging unionization.” 25 Alas, these facts did not support th e anti-Norwegian narrative spun by the Objecting Parties, who have reacted with a parade of allegations of “anti-union” animus and activities by Norweg ian's management. Of course, it is to be expected that trade unions want every employee at every air line in every country to be unionized. Yet some large airline employee groups in the Unit ed States have seen matters differently: the pilots at JetBlue, for example, have twice voted against unionization 26 and the flight attendants at Delta have for years rebuffe d union drives, even after the merger with Northwest. 27 Despite protestations to the contra ry, “high labor standards” cannot be

22 TTD Press Statement (Feb. 4, 2014), available athttp://www.ttd.org/press-releases/2014-pressreleases/ttd-joins-effort-in-oslo-to-combat-norweg ian-air-internationals-scheme/. Employment with Norwegian International may be attractive given the U. S. airline industry’s “recent history of instability, poor pay and benefits,” recently acknowledged by th e President of the Air Line Pilots Association. See ALPA Release #14.10 (Feb. 4, 2014), available at http://www.alpa.org/Port als/Alpa/PressRoom/Press Releases/2014/2-4-14_14.10.htm. 23 See the Employment Press Release. 24 TTD Unions Mobilize Against Policies and Business Models That Threaten Transportation Jobs (Feb. 17, 2014), available at http://www.ttd.org/press-releases/2014-p ress-releases/ttd-unions-mobilize-againstpolicies-and-business-models-that-threaten-transportation-jobs/. 25 Notice, at 2. 26 See Susan Carey, JetBlue Nonunion Pilots Stay Nonunion , W ALL S T

. J OURNAL (Aug. 16, 2011), available at http://online.wsj.com/news/articles/SB10001424053111903392904576512571422803488. 27 See Mike Esterl, Delta Flight Attendants Reject Union , W ALL S T

. J OURNAL (Nov. 16, 2011), available at http://online.wsj.com/news/articles/SB10001424052748703506904575592622828568924.11 defined as, or equated with, the degree of union membership. As recognized in the answer filed by FedEx, “there are many differe nt ways that employees of both U.S. and European airlines have chosen to organize (o r not to organize) themselves, and thus far, no government has found those to be an indicia of a lack of fitness” 28 to operate. Norwegian International has stated and agai n affirms that U.S. labor organizations representing aviation workers will be entitled under U.S. labor law 29 —and indeed will be welcome—to propose unionization to the hundreds of new employees hired by Norwegian International in the United States. (5) The trade unions among the Objecting Pa rties use polemical terms and slogans – e.g., “flag of convenience,” “race to the bo ttom,” and “social dumping” – to suggest that it is inconsistent with “fair wa ges and working conditions” and “high labor standards” for an airline to seek to control or reduce its labor costs. Not only is this incorrect as a matte r of law and contrary to the establis hed practices of ai rlines around the world, but it also flies in the face of decad es of efforts by U.S. airline managements— efforts that continue to this very day—to cut labor costs through a myriad of measures: for example, the hiring of “B scale” employees at “airlines within ai rlines” such as Song at Delta and TED at United; th e contracting out of hundreds of flights daily to “regional” airlines that carry the main line carriers’ codes but pay th eir employees far less than mainline crews (moreover, regional carrier empl oyees are not usually part of the mainline carriers’ collective bargaining units); 30 and the repeated use of Chapter 11 reorganization

28 Answer of Federal Express Corporation (Feb. 12, 2014), at 3. 29 See, e.g., Airline Pilots Ass’n, Int’l. v. Taca In t’l. Airlines, S.A., 748 F. 2d 965 (5th Cir. 1984). 30 See, e.g., the very recent articl e by aviation analyst Brett Snyder, American Eagle Envoy Pilots Throw Down Gauntlet, Try to Call American’s Bluff , C RANKY F LIER (Feb. 17, 2014) (“For years, the regional strategy was the same for most carriers. Mainline airlin es looked to a variety of regional carriers to carry passengers for cheaper than they could themselves. Na turally that meant the regional carriers paid lower12 to void existing union contracts and massively reduce labor costs. 31 One can appreciate that trade unions want to advance the intere sts of their members, but they should not do so through protectionist legal maneuvers to prevent a qualified foreign competitor from entering the market. (6) Finally, the Objecting Parties continue to sow confusion where, in fact, there is absolute clarity with respect to the safety of Norwegian International and the effectiveness of Irish safety oversight. The pi lots and flight attendants on each and every Norwegian International aircraft will be subject to Irish training and certification requirements. The Answers of the Objecting Pa rties ignore these fact s and instead attack Ireland’s exemplary record of safety oversight. 32 In closing, Norwegian International is conf ident in its ab ility to provide low-cost, high quality service that wi ll find favor among American consumers and lay the foundation for an expansion of transatlantic se rvice in the future. At the same time, Norwegian International is bewildered at th e Chicken Little “sky is falling” hysteria propagated by some of the Objecting Parties. 33 With 87% of the transatlantic market in their control, with massive networks spanni ng the globe, and with grants of antitrust immunity that allow them to set prices and capacity jointly, the three major U.S. carriers and their European alliance partners are most certainly not in da nger of “devastation”

wages as one way of keeping costs down.”), available athttp://crankyflier.com/2014/02/17/americaneagle-envoy-pilots-throw-down-the- gauntlet-try-to-call- americans-bluff/?utm _source=feedburner& utm_medium=email&utm_campaign=Feed%3A+CrankyFlier+%28The+Cranky+Flier%29. 31 For additional examples of practices by U.S. air car riers, see the docketed submission by “A Concerned Citizen for a Fair America” (Feb. 20, 2014) (noting the contracting out of jobs in ground handling, reservations, aircraft maintenance, and crew). 32 As a Part 129 carrier, Norwegian International’s crew and flight attendants are subject to the licensing requirements of EASA and the IAA, not the FAA. 33 One of them has gone so far as to argue that No rwegian’s “business plan ... will set a devastating precedent that will have far reaching implications for the global aviation industry, U.S. and European airlines and airline employees.” Answer of the AFL-CIO, at 3.13 from a young, admittedly ambitious, yet mode stly sized airline. It beggars the imagination to think that any one of these alli ances will be wiped off the face of the earth – or even threatened – by Norwegian Inte rnational. Their goal is simply to stop new competition, bolster profitability, and deny consumers on both sides of the Atlantic the right to choose between their o fferings and those of Norwegian International. It would be a travesty—for competition, for economic growth, and for consumers—were the Department to allow this to happen. WHEREFORE, for the foregoing reasons, No rwegian International respectfully requests that the Department act in accordance with its well-established precedents and grant the exemption and forei gn air carrier permit requested in its application without delay. Respectfully submitted,

Josh Romanow Peter Nelson

PILLSBURY WINTHROP SHAW PITTMAN LLP 2300 N Street, N.W. Washington, D.C. 20037 Tel: (202) 663-8000 Fax: (202) 663-8007 romanow@pillsburylaw.com peter.nelson@pillsburylaw.com February 21, 2014 Counsel for NORWEGIAN AIR INTERNATIONAL LIMITEDCERTIFICATE OF SERVICE The undersigned certifies that on February 21, 2014, a true and correct copy of the foregoing Comments of Norwegian Air Intern ational Limited was served by electronic mail on the individuals identified below:

Steve Morrissey Thomas N. Bolling United Airlines steve.morrissey@united.com thomas.bolling@united.com Dan Weiss Continental Airlines dan.weiss@coair.com Sascha Vanderbellen Delta Airlines sascha.vanderbellen@delta.com Howard Kass U.S. Airways howard.kass@usairways.com Malcolm L. Benge Counsel for North American/World Airways mlbenge@zsrlaw.com Russell E. Pommer Atlas Air Inc. rpommer@atlasair.com Russell Bailey Jonathan A. Cohen Air Line Pilots Association, Int’l russell.bailey@alpa.org jonathan.cohen@alpa.org Edward Wytkind Transportation Trades Department, AFL-CIO edw@ttd.org J. Christopher Lytle Port of Oakland clytle@portoakland.com Kent George Broward County Aviation Department kgeorge@broward.org Mark Richardson Southwest Airlines Pilots’ Association mrichardson@swapa.org Robert Wirick Francis Heil American Airlines, Inc. robert.wirick@aa.com francis.heil@aa.com Nick Tsokris Jesse Elliot John Chen FAA New York IFU jesse.elliot@faa.gov nicholas.tsokris@faa.gov john.chen@faa.gov John M. Allen Director, Flight Standards Federal Aviation Administration john.allen@faa.gov Anita Mosner Jennifer Nowak Counsel for UPS Holland & Knight anita.mosner@hklaw.com jennifer.nowak@hklaw.com Nancy S. Sparks Bailey Leopard Federal Express Corporation nssparks@fedex.com gbleopard@fedex.com David Berg James L. Casey Keith A. Glatz Airlines for America dberg@airlines.org jcasey@airlines.org kglatz@airlines.org Celine Canu European Cockpit Association cc@eurocockpit.be Edgar N. James Allied Pilots Association ejames@jamhoff.com Krishna Urs Department of State urskr@state.gov Steve Shur Travel Technology Association sshur@traveltech.org Eugene Alford Department of Commerce eugene.alford@trade.gov Matthew Baldwin Director of Air Transport European Commission Matthew.Baldwin@ec.europa.eu Dr. Felix Leinemann First Secretary Delegation of the European Union to the USA Felix.LEINEMANN@eeas.euro pa.eu David Batchelor SJU Liason Officer SESAR Joint Undertaking Delegation of the European Union to the USA David.Batchelor@sesarju.eu

Ottar Ostnes Director General, Norwegian Ministry of Transport and Communications Ottar.Ostnes@sd.dep.no John Hanlon European Low Fares Airline Association John.Hanlon@ELFAA.com Paul Gretch Robert Finamore U.S. Department of Transportation paul.gretch@dot.gov Robert.Finamore@dot.gov

/s/ Peter Nelson Peter Nelson