### Order 2010

- 4

- 9 Served: April 16 , 2010

UNITED STATES OF AMERICA

DEPARTMENT OF TRANSPORTATION

OFFICE OF THE SECRETARY WASHINGTON, D.C.

Issued by the Department of Transportation

on the 16 th 

### Day of April, 2010

U.S.

– Japan Alliance Case Docket DOT

- OST

- 2010

- 0059

ORDER REQUESTING ADDITIONAL INFORMATION

SUMMARY

By this Order, the Department requests addition al information, from oneworld alliance members

Ame rican Airlines, Inc. and Japan Airlines International Co. Ltd., (―AA/JL‖ or ―oneworld carriers‖) , and Star Alliance members All Nippon Airways Co., Ltd., Continental Airlines, Inc., and United Air Lines, Inc. (―NH/CO/UA ‖ or ―Star carriers‖), together (― ATI Applicants‖). We find that the additional information is necessary to analyze the application s

. With the satisfactory submission of the information requested, the evidence of record should be sufficient for us to establish a procedural schedule and act on th ese applic ation s

.

BACKGROUND

On December 23, 2009, the Star carriers filed an application for antitrust immunity (―ATI‖) in

Docket DOT

- OST

- 2009

- 0350. On February 12, 2010, the oneworld carriers filed a similar appl ication in Docket DOT

- OST

- 2010

- 0034. Both applic ations described plans to form integrated joint ventures for the conveyance of transpacific air traffic, focusing on the U.S.

- Japan

market. We consolidated the two a pplications into one proceeding , under Docket DOT

- OST

2010

- 0059

, by Order 2010

- 3

- 10 on March 31, 2010.

On April 1, 2010, the Star carriers filed a motion to strike four confidentiality affida vits, including one for Mr. Hube rt Horan

, which they had previously moved to strike. Mr. Horan replied to that motion, and the Star carriers have also requested leave to reply to his motion. The Department will rule on these motions regarding affidavits in a separate order. 1



### DECISION

We recognize and appreciate the efforts made by the ATI Applicants to identify and submit, in conjunction with their respective application s , information and supporting documentation based on evidence requests issued by the Department in past antitrust immunity cases. As we have

1 See Dockets OST

- 2010

- 0059

- 0010, OST

- 2009

- 0350

- 0016.1, and OST

- 2009

- 0350

- 0018.1.

### 2

stated before, however, we reta in the option of seeking additional, relevant information on a

case

- by

- case basis. 2



### Our review of the record indicates that additional information is required to ensure that the record in this case is substantially complete, pursuant to the Department‘s regulations. 3 

### We are therefore requiring the ATI Applicants to submit updated documents, as well as to answer a

limited number of questions to clarify relevant issues. Without the additional information requested, the Department will not have sufficient ly detailed evidence to make an informed decision on issues raised by this case.

Accordingly, we hereby require the oneworld carriers and Star carriers to submit updated

documents and answer clarification questions , as set forth in Attachments 1 and 2

, respectively

, as wel l as to submit data as set forth in Attachment 3

. The additional evidence should be filed in

Docket OST

- 2010

- 0059, in acc ordance with Department rules. We emphasize that we do not seek duplicative filings; to the extent that the ATI Applicants affirm that information sought in the attachment has already been filed in the docket, they need only identify which documents satisfy the request.

We remind the applicants of the importance of discussing the merits of the case on the publi c record to the maximum extent possible. Unnecessarily broad redactions are contrary to the public interest and result in delay in reviewing the application s . To the extent necessary, the applicants may seek confidential treatment of the information in a ccordance with the Department‘s regulations. 4



### With the satisfactory submission of the information requested in the attachment, the evidence of record should be sufficient for us to establish a procedural schedule for comments and other such responsive p leadings necessary to act on the application s

.

We note that both ATI Applicants have submitted MIDT data. Given that the American/JAL data is more recent, DOT proposes to use the AA/JL data as a primary source for our evaluation.

We will serve this order on all parties on the service list in this docket.

Subject to review of the information requested herein, we w ill establish a procedural schedule for

comments and such other responsive pleadings as may be necessary to act on th ese application s

.

AC CORDINGLY:

1. We direct American Airlines, Inc. and Japan Airlines International Co., Ltd. and the

affiliates of the above carriers to file the additional information and evidence

described in A ttachment 1 to this Order in the docket.

2 See, e.g. , American/ British Airways/ Iberia/ Finnair/ Royal Jordanian Case, Order 2008

- 12

- 11 at 5 (Docket

DOT

- OST

- 2008

- 0252).

3 14 C.F.R. § 303.

4 14 C.F.R § 302.12 (Rule 12).

### 3

2. We direct All Nippon Airways Co., Ltd., Continental Airlines, Inc., and United Air

L ines, Inc

. and the affiliates of the above carriers to file the additional information

and evidence described in Attachment 2 to this Order in the docket.

3. We direct all ATI Applicants to file the additional information and evidence

described in Attachment 3 to this Order in the docket.

By :

SUSAN L . KURLAND Assistant Secretary for Aviation

and International Affairs

(SEAL)

An electronic version of this document is available at: http://www.regulations.gov

### Attachment 1

- 1 ATTACHMENT 1 Japan Airlines and American Airlines Evidence Request

Docket DOT

- OST

- 2010

- 0059

General Instructions

1. The following definitions of terms used in this request apply:

A. ―You,‖ ―Your,‖ ―Your Company,‖ ―Joint Applicants,‖ ―Partner(s),‖ ―Party,‖ or ―Parties‖ means American Airlines, Inc. or AA; and Japan Airlines, Co., LTD or JL; as well as eac h of their regional affiliates, individually and collectively, as part of either the existing oneworld alliance or the Joint Business Agreement. These definitions also include your domestic and foreign parents, predecessors, divisions, and all officers an d directors who work at your corporate headquarters (the site where your chief executives and senior operating, marketing, and financial officers are located).

B. ― Application for Antitrust Immunity ‖ or ― Application ‖ means the P arties ‘ Application for Approval of an d Antitrust Immunity for Alliance Agreements , submitted to DOT on February 12,

2010.

C. ― Alliance Agreement(s) ‖ means the commercial agreements submitted by the P arties in Exhibit

JA

- 1 of the Application for Antitrust Immunity.

D. ―Joint Business Agreement‖ or ―JBA‖ means the planned joint venture/commercial arrangement between and among AA and JL submitted in Exhibit JA

- 2 of the application.

E. ― ATI ‖ refers to antitrust immunity.

F. ―Document(s)‖ means (1) all written, rec orded, transcribed, electronic, or graphic material, including letters, electronic mail, memoranda, reports, studies, forecasts, lists, presentation materials, agendas, records, notes, and directives, as well as minutes and records of meetings,

conferences , telephone or other conversations or communications; and (2) all information contained in data processing equipment. Except where otherwise specified, a request for Documents is limited to documents created or revised for and/or by the P arties between January 1, 2008 and the date of issuance of the attached order

. Copies of Documents requested herein shall be full, complete and unredacted. For each Document, if not contained in the Document itself, include the date of preparation and the name and titl e of each individual who prepared the

Document.

G. ―Discuss‖ means analyze, constitute, summarize, report on, consider, recommend, set forth, or describe a subject, regardless of the length of the discussion. Documents that merely mention or refer to a subj ect without further elaboration do not discuss that subject. Documents that discuss a particular subject include all Documents that contain reports, studies, forecasts, analyses, plans, proposals, evaluations, recommendations, directives, procedures, poli cies, guidelines, or any other comments that address or concern the subject, or that constitute a discussion of the subject.

H. ―And‖ and ―or‖ shall be construed disjunctively and conjunctively as necessary in order to bring within the scope of each informat ion directive all responses that might otherwise be construed to be outside its scope.

### Attachment 1

- 2

I. ―Plans‖ means tentative and preliminary proposals, recommendations, analyses, forecasts, or
considerations, whether or not finalized or authorized, as well as those tha t have been adopted.

2. All responses to these information directives shall reflect the cumulative knowledge of the responding Parties and shall be accompanied by a sworn statement or statement under penalty of perjury, executed by a responsible officer o f the responding Party, that the responses are full, complete, and accurate. All responses shall identify clearly the information directives to which they respond, as well as the person(s) who is (are) the source(s) of the information. Supplemental respo nses shall be submitted in the event that information is discovered after submission of the initial responses.

3. Documents produced in response to any request shall be consecutively numbered, and shall be marked with the number of the request to which they respond. Responding carriers shall prepare an index of the documents produced, setting forth the document numbe r, date, preparer, addressee, and subject of each document, and the information directive to which it responds.

4. These information directives are requesting only material and documents now or previously located at corporate headquarters of any of the P arties (the site where the Parties‘ chief executives and senior operating, marketing, and financial officers are located) and only those documents, material, and messages prepared by or for the Board of Directors, senior management, or middle management

re sponsible for strategic planning, marketing, alliance relations, pricing, revenue management, or schedule and route planning.

5. Please provide an original and three copies of all Documents. The original filing should be on 8.5" x 11" paper using dark ink and be unbound without tabs which will expedite use of our docket imaging system. To the extent that the carriers deem it necessary, they may seek confidential treatment of the information as set forth in the Department‘s regulations.

Documents to B e Provided

Please provide all documents requested below. Do not resubmit documents that were already submitted to DOT in response to the information request drafted by the Joint Applicants and presented with your Application. Whether previously or newly submitted, you should identify the reference number(s) of the documents responsive to the requests below:

1. Privilege log identifying and describing all withheld documents, including previously submitted documents, as required by 14 C.F.R. § 303.04(h).

2. A ll updated and unredacted documents, including appendices and meeting minutes, regarding the following topics: Alliance meetings and board or individual carrier meetings between February 12, 2010 and

the date of issuance of the attached order.

Individual carriers‘ U.S.

– Asia route forecasts and analyses. Forecasts for Haneda and Narita transpacific service, including those forecasts focused on decisions to serve one airport over the other.

Clarification Questions

Please provide responses to the following questions and all Documents that discuss the issues addressed in each of the following questions. Do not resubmit Documents that were already submitted to DOT in response to the information request drafted by the Joint Applicants and presented with your Application.

### Attachment 1

- 3

Whether previously or newly submitted, you should identify the reference number(s) of the Documents responsive to the requests below:

1. Please provide a thorough discussion of the public benefits that w ill result if ATI is granted to the

P arties, addressing the following:

a. Describe and quantify the specific benefits that ATI will provide consumers, and explain why immunity is necessary for consumers to realize these benefits.

b. Please discuss the formulae and methodologies that the P arties will use to calculate benefits accruing to both internal stakeholders and external stakeholders (including, but not limited to, communities, airports, and consumers).

c. Please discuss how the P arties will ensure that they are quantifying benefits uniquely attributed to ATI and not arising from an arms

- length codesharing agreement.

d. Provide any relevant data and analysis from customer preference surveys, focus group results,

and outside studies o r materials conducted for the airline regarding frequent flyer plans, airport experience, ―seamlessness‖ of travel, reservations, complaints, carrier preference, and fares as they relate to providing increased consumer benefits through an alliance.

2. Please discuss, in detail, the relevant commercial issues, metrics, and considerations used in calculating the revenue sharing provisions of the JBA and the considerations that will be used to finalize the revenue sharing agreement.

3. Please provide specific plan s for capacity growth as referenced in Section 3.3.3. of the JBA. D iscuss

the factors and considerations that will affect the P arties‘ growth planning in ensuring their goal of proportionality in growth and metal neutrality.

4. Describe your plans for joint international product development as well as expectations for the improvement of each P arty‘s product.

a. How do the Parties plan to reconcile the unique product class offerings of AA and JL, especially in light of metal neutrality requirements and cu stomer preference?

b. Please discuss the parties‘ current and future plans to meet the stated objective of providing equivalent premium customer handling programs with the goal of creating consistency of customer experience.

c. Please discuss how the Part ies will coordinate their customer service policies and accountability procedures to ensure that passengers ticketed by (or traveling under the

d esignator code of) an alliance P artner receive appropriate responsiveness, particularly as a result of a grant of ATI

.

d. Please provide examples of the Partners‘ existing technological capabilities to promote metal neutrality in consumer

- facing areas such as company websites, frequent flyer programs, and airport experience, and any effect(s) of a grant of ATI on these capabilities.

5. Please discuss how the P arties will ensure metal neutrality in managing sales, pricing, marketing, distribution, revenue management, and other functions

.

### Attachment 1

- 4

6. Please elaborate on how pricing decisions will be managed by the Parties. For example, such decisions may be based on a P arty‘s geographical expertise, passenger point of sale, passenger point of origin, fare class, etc.

7. What role will the Functional Com mittee responsible for the Joint Business sales function fulfill, and will that role depend on circumstances? For example, this committee may be advisory, decision

making, or somewhere in between depending on the case. How will the committee be structure d in order to promote and ensure metal neutral selling?

8. Please discuss how the consolidator market is structured today, and how the immunized J B A will impact how each air carrier handles consolidator fares in terms of distribution, marketing, and

revenue sharing benefits. Please also d iscuss the nature of each P arty‘s current participation in the

consolidator fare market:

a. Please show what percentage of RPKs and total passengers in both U.S.

- Asia and Asia

- U.S. markets are distributed through consolidators

.

b. Please discuss how ATI will affect current consolidator fare arrangements and how the

P arties intend to handle selling of, and revenues from, consolidator fares.

c. Please discuss benefits that will accrue to consumers using consolidator fares as a result of

ATI.

9. Please discuss what considerations will go into expanding the revenue sharing agreement and the

criteria the P arties will use to select new members

10. Provide each applicant‘s estimated percentage of total revenue and total premium revenue in

transp acific markets and, specifically, in individual U.S.

- Japan airport

- pairs for the calendar year 2009. Also provide an assessment of the industry‘s overall total revenues and total premium revenue in transpacific markets.

11. Please elaborate on the purpose and mission of the dealing strategy outlined in Section 5.9 of the JBA and how it will interact with other components of the JV, namely pricing and revenue management.

12. Please discuss any specific guidelines for adding new corporate customers and whether each P arty will be responsible for pursuing certain new corporate contracts (based on factors such as geographical location, past experience with a certain type of customer, etc.).

13. Please discuss the specific role of Hawaii in the alliance and how it is defin ed as part of the AA/JL application. Please describe commercial considerations used in determining the future role of Hawaii in the alliance. Also, please describe the consumer benefits attributable to ATI that will be created on

Hawaii

- Japan routes.

14. Please discuss any major changes in capacity caused by JAL‘s bankruptcy and restructuring . How would these capacity changes affect the alliance and the proposed consumer benefits attributed to the

a llianc e?

15. Discuss what you foresee as major barriers to, and/or enablers of, competitive entry in the transpacific market, especially in markets where the P arties have overlapping non

- stop service.

### Attachment 1

- 5

16. Please discuss the nature of slot allocations at Narita and Han eda. (Provide counts as of December 31, 2009).

a. What is the total number of slots available at each airport to all carriers ?

b. How many of the total slots at each airport are owned by the J B A P artners?

c. How many of the total slots at each airport are covered for non

- J B A air carriers by J B A

P artners?

d. How many total slots at each airport that are owned by the J B A P artners are covered by air

carriers outside of the J B A ?

e. How would these allocations change if the P artners are granted ATI?

17. Please provide the implementation timeline of the planned joint v enture, including the realization of any public benefits associated with the JBA.

18. Please provide a copy in English of the ATI application and timeline filed with MLIT and any other Japanese government agencies.

### Attachment 2

- 1 ATTACHMENT 2 All Nippon Airways, Continental Airlines, and United Air Lines Evidence Request

Docket DOT

- OST

- 2010

- 0059

General Instructions

1. The following definitions of terms used in this request apply:

A. ―You,‖ ―Your,‖ ―Your Company,‖ ―Joint Applicants,‖ ―Partner(s),‖ ―Party,‖ or ―Parties‖ means All Nippon Airways, Co., LTD. or NH; Continental Airlines Inc. or CO; and United Air Lines, Inc. or UA; as well as each of their regional affiliates, individually and collectively, as part of either the existing Star alliance or the Joint Venture Agreement. These definitions also include your domestic and foreign parents, predecessors, divisions, and all officers and directors who work at your corporate headquarters (the site where you r chief executives and senior operating, marketing, and financial officers are located).

B. ―Application for Antitrust Immunity‖ or ―Application‖ means the P arties‘ Application for Approval and Antitrust Immunity for Alliance Agreements , submitted to DOT on December 23,

2009.

C. ― Alliance Agreement(s)‖ means the commercial agreements as defined in Appendix A of the Application for Antitrust Immunit y

.

D. ―Joint Venture Agreement‖ or ―JVA‖ means the planned joint venture/commercial arrangement between and among NH, CO, and UA, described in Exhibit JA

- 1 and submitted as part of the Joint Applicants‘ Alliance Agreements of the ir Application for Antitrust Immunity.

E. ―ATI‖ refers to antitrust immunity.

F. ―Document(s)‖ means (1) all written, recorded, transcribed, ele ctronic, or graphic material, including letters, electronic mail, memoranda, reports, studies, forecasts, lists, presentation materials, agendas, records, notes, and directives, as well as minutes and records of meetings, conferences, telephone or other co nversations or communications; and (2) all information contained in data processing equipment. Except where otherwise specified, a request for Documents is limited to documents created or revised for and/or by the P arties between January 1, 2008 and the d ate of issuance of the attached order

. Copies of Documents requested herein shall be full, complete and unredacted. For each Document, if not contained in the Document itself, include the date of preparation and the name and title of each individual who prepared the

Document.

G. ―Discuss‖ means analyze, constitute, summarize, report on, consider, recommend, set forth, or describe a subject, regardless of the length of the discussion. Documents that merely mention or refer to a subject without further elabo ration do not discuss that subject. Documents that discuss a particular subject include all Documents that contain reports, studies, forecasts, analyses, plans, proposals, evaluations, recommendations, directives, procedures, policies, guidelines, or any other comments that address or concern the subject, or that constitute a discussion of the subject.

### Attachment 2

- 2

H. ―And‖ and ―or‖ shall be construed disjunctively and conjunctively as necessary in order to bring within the scope of each information directive all respons es that might otherwise be construed to be outside its scope.

I. ―Plans‖ means tentative and preliminary proposals, recommendations, analyses, forecasts, or considerations, whether or not finalized or authorized, as well as those that have been adopted.

2. All responses to these information directives shall reflect the cumulative knowledge of the responding Parties and shall be accompanied by a sworn statement or statement under penalty of perjury, executed by a responsible officer of the responding Party, t hat the responses are full, complete, and accurate. All responses shall identify clearly the information directives to which they respond, as well as the person(s) who is (are) the source(s) of the information. Supplemental responses shall be

submitted i n the event that information is discovered after submission of the initial responses.

3. Documents produced in response to any request shall be consecutively numbered, and shall be marked with the number of the request to which they respond. Responding carriers shall prepare an index of the documents produced, setting forth the document number, date, preparer, addressee, and subject of each document, and the information directive to which it responds.

4. These information directives are requesting onl y material and documents now or previously located at corporate headquarters of any of the Parties (the site where the Parties‘ chief executives and senior operating, marketing, and financial officers are located) and only those documents, material, and

me ssages prepared by or for the Board of Directors, senior management, or middle management responsible for strategic planning, marketing, alliance relations, pricing, revenue management, or schedule and route planning.

5. Please provide an original and three copies of all Documents. The original filing should be on 8.5" x 11" paper using dark ink and be unbound without tabs which will expedite use of our docket imaging system. To the extent that the carriers deem it necessary, they may seek confidentia l treatment of the information as set forth in the Department‘s regulations.

Documents to Be Provided

Please provide all documents requested below. Do not resubmit documents that were already submitted to DOT in response to the information request draft ed by the Joint Applicants and presented with your Application. Whether previously or newly submitted, you should identify the reference number(s) of the documents responsive to the requests below:

1. An updated privilege log identifying and describing all withheld documents, including previously submitted documents, as required by 14 C.F.R. § 303.04(h).

2. All updated and unredacted documents, including appendices and meeting minutes, regarding the following topics: Alliance meetings and board or individual carrier meetings since December 23, 2009 and

the date of issuance of the attached order.

Individual carriers‘ U.S.

– Asia route forecasts and analyses.

Clarification Questions

### Attachment 2

- 3

Please provide responses to the following questions and all Documents that discuss the issues addressed in each of the following questions. Do not resubmit Documents that were already submitted to DOT in response to the information request drafted by the applicants and presented with your Application.

Whethe r previously or newly submitted, you should identify the reference number(s) of the Documents responsive to the requests below:

1. Please provide a thorough discussion of the public benefits that will result if ATI is granted to the

P arties, addressing the f

ollowing:

a. Describe and quantify the specific benefits that ATI will provide consumers, and explain why immunity is necessary for consumers to realize these benefits.

b. Please discuss the formulae and methodologies that the P arties will use to calculate benefits accruing to both internal stakeholders and external stakeholders (including, but not limited to, communities, airports, and consumers).

c. Please discuss how the P arties will ensure that they are quantifying benefits un iquely attributed to ATI and not arising from an arms

- length codesharing agreement.

d. Please provide any relevant data and analysis from customer preference surveys, focus group results, and outside studies or materials conducted for or by the airline regar ding frequent flyer plans, airport experience, ―seamlessness‖ of travel, reservations, complaints, carrier preference, and fares as they relate to providing increased consumer benefits through an

alliance.

2. Please discuss the specific role of Micronesia in the alliance and how it is defined as part of the NH/CO/UA application. Please describe commercial considerations used in determining the future role of Micronesia in the alliance. Also, please describe the consumer benefits attributable to ATI

that wil l be created on Micronesia

- Japan routes.

3. Please specifically define the terms found in Section I, p. 4 of the JVA. For avoidance of doubt please provi de a description / list of city pairs of all routes that will qualify for revenue sharing under

the JVA

, includ ing the effective date. Please provide any instances where more than one definition could be applied to certain city pairs

. Please clarify Section V.A of the JVA regarding instances of allocating ―some‖ or ―all‖ of the revenue on certain city pairs

.

4. Describe your plans for joint international product development as well as expectations for the improvement of each party‘s product.

a. How do the Parties plan to reconcile the 3

- class and Premium Economy product offerings of

UA and NH with CO‘s 2

- class pr oduct, especially in light of metal neutrality requirements and customer preferences.

b. Please discuss the P arties‘ current and future plans to provide equivalent premium customer handling programs with the goal of creating consistency of customer experience.

c. Please discuss how the Parties will create ― better coordination of customer service policies and enhanced responsiveness and accountability to pas sengers ticketed by (or traveling under the designator code of) an alliance P artner ‖ as a result of a grant of ATI, per Section IV.A.5 of the Application

### Attachment 2

- 4

d. Please provide examples of the Partners‘ existing technological capabilities to promote metal

neutral ity in consumer

- facing areas such as company websites, frequent flyer programs, and airport experience, and any effect(s) of a grant of ATI on these capabilities.

5. Please discuss existing arrangements that allow for seamless travel at shared airports and t he Joint Applicants‘ plans to enable seamless travel at shared airports as a result of a grant of ATI.

6. Exhibit JA

- 1 provides information on the scope and objectives of the JVA. Please discuss how the

P artners plan to account for ancillary revenue and any costs in their revenue reallocation.

7. Describe the steps the P artners plan to take to achieve fare combinability under the JVA, and the estimated timeframe to complete the task. Explain your plan to harmonize or map your CRS fare

classes and revenue man agement buckets. Please provide documentation on the harmonized fare and revenue management buckets, as well as proposed mapping of selling and booking classes based on

their dollar value and restrictions.

8. Please discuss how the consolidator market is st ructured today, and how the immunized JVA will impact how each air carrier handles consolidator fares in terms of distribution, marketing, and revenue sharing benefits. Please also discuss the nature of each P arty‘s current participation in the

consolidat or fare market.

a. Please show what percentage of RPKs and total passengers in both U.S.

- Asia and Asia

- U.S. markets are distributed through consolidators.

b. Please discuss how ATI will affect current consolidator fare arrangements and how the

P arties intend to handle selling of, and revenues from, consolidator fares.

c. Please discuss benefits that will accrue to consumers using consolidator fares as a result of

ATI.

9. Given the existing cargo cooperation among the JVA P artners, please discuss benefits to shippers, freight forwarders, and other supply chain stakeholders that would not exist but for ATI. Describe the parties‘ current and future plans to utilize ATI in the transportation of cargo, including joint cooperation in Cargo Sales.

10. Please explain the provision in JVA Appendix A, item 17, regarding hub definition as it relates to Haneda and the amount of service allowed by the Japanese government.

11. Please explain Interrogatory 16 and CO0970

- 0974 to provide detail on Brazil and other c ountries‘ regulatory processes that may limit codesharing opportunities and benefits of ATI. Please discuss the effect this has, if any, on the timing or benefits of the JVA.

12. Section VII of the Application states that ―On transpacific routes within the P acific JV, the Joint Applicants will treat Air New Zealand and Asiana as competitors‖ and ―United will take such steps as may be necessary to ensure that there will be no spillover effects from its separate immunized agreements with Air New Zealand and Asi ana.‖ The Applicants note that CO will take similar steps with respect to COPA. Please further discuss how commercial inconsistencies will be reconciled if any ATI is awarded, especially as they related to connecting traffic, network, and revenue benefit s. Please provide documentation of ATI Protocols for UA

- OZ, UA

- NZ, and CO

- COPA.

### Attachment 2

- 5

13. Please provide any surveys of corporate customers that address preferences for alliances, ATI, sales product offerings, and incentives.

14. Discuss what you foresee as major ba rriers to, and/or enablers of, competitive entry in the transpacific market, especially in markets where the P arties have overlapping non

- stop service.

15. Please discuss the nature of slot allocations at Narita and Haneda. (Provide counts as of December
31, 2009).

a. What is the tota l number of slots available at each airport to all carriers?

b. How many of the total slots at each airport are owned by the JVA P artners?

c. How many o f the total slots at each airport are covered for non

- JVA air carriers by JVA

P art ners?

d. How many total slots at each airport that are owned by the JVA P artners are covered by air

carriers outside of the JVA?

e. How would these allocations change if the P artners are granted ATI?

16. Please provide the implementation timeline of the planned joint venture, including the realization of any public benefits associated with the JVA.

17. Please provide a copy in English of the ATI application and timeline filed with MLIT and any other Japanese government agencies

.

### Atta chment 3

- 1 ATTACHMENT 3

– Evidence Request

ATI APPLICANTS

Docket DOT

- OST

- 2010

- 0059

Due to the limited data available to make price comparisons, the applicants are requested to submit any O&D itinerary data that contains a market involving U.S.

- Japan travel (including Guam and Saipan). The O&D data must represent internal 100% itineraries that involve the requested markets. Data should be submitted for the period January 2009 through December 2009. Provide all information for any itinerary that was begun during the periods described above irrespective of when the full itinerary was completed.

Non

- revenue and industry discount (travel agency) itineraries should be excluded from the submission. Frequent flyer itineraries should be included and flagged as frequent flyer. This may be accomplished by assigning a purchase class variable to a frequent flyer category, providing a separate column denoting if the itinerary was a frequent flyer, or providing an alterna tive that allows for the identification of frequent flyer itineraries.

Based on past requests, we propose a ―first reporter‖ rule that is based on the ticket issuing carrier and the operator of the first transpacific segment. We will accept an alternat ive methodology provided that it captures all itineraries in the requested market directionals and excludes double counting. Provide the itinerary information in an origin

- destination (by direction of travel) format, referred to as

―market directional.‖

Provide the number of passengers, market fare, purchase class, period, airport sequence, operating carrier code sequence, change in operating carrier flag, ticketing/marketing carrier code sequence, change in ticketing/marketing carrier flag, origin, destination, number of market coupons, sequence number of each market directional that makes a full itinerary, total distance flown (all kilometers converted to miles), distance between the origin and destination (all kilometers converted to miles), U.S. g ateway airport, foreign gateway airport, unique itinerary identifier, one

- way/round

- trip itinerary identifier, reporting carrier, and a full itinerary online identifier. Fares must include all taxes, fees, and applicable surcharges (particularly any fuel surcharges) paid.

For itineraries that include a segment provided by ground transportation, note the ground segment as

 ̳

—  ̳ in the tkcarriergroup and opcarriergroup variables.

Provide a description of the methodologies used to determine market directional trip breaks within itineraries and the prorate for assigning the market directional fare from the full itinerary fare. DOT proposes using the industry standard ―four hour rule‖ for intra

- U.S. travel and the ―24

- hour rule‖ for

all other travel to determine market directional trip breaks. DOT prefers the use of the square root of the miles methodology for market directional fare proration. Square root of the miles methodology distributes the itinerary revenue by dividing the itinerary fare by the square ro ot of the number of miles distance between airports in the itinerary. To the extent the applicants prefer to use alternative methodologies for determining market directional trip breaks or prorates, they are required to provide appropriate methodological descriptions and validation.

The purchase class values should provide detail that allows for the evaluation of a given itinerary‘s level of service purchased. The classes should be broken down by both Restricted and Unrestricted fares, as well as Consoli dator fares (Japan point

- of

- origin only) sold in First Class, Business Class, Premium Economy, and Economy cabins, where applicable. DOT is open to alternative mappings and levels of detail that the applicants may suggest. When multiple fare classes are used for a given

### Atta chment 3

- 2

itinerary, only the purchase class for the transpacific segment of each market directional should be provided.

Figure 1 provides a detailed listing of the variables required and Figure 2 provides a sample of the

final format.

Provide the data electronically as a comma separated value (CSV) or other delimited text file format.

If a format other then CSV is selected

, provide the meta

- data detail necessary to allow for the loading

of the data into a relational database environment.

### Atta chment 3

- 3 Figure 1

- Technical description of the dataset to be provide d

Market (Directional)

1 AirportGroup Sequential order of airport routing in the market directional, ―:‖ separated, 3 digit IATA airport code designator

2 Dest Market of travel destination for the passenger(s), 3 digit IATA airport code designator

3 Foreign_Gateway First airport outside of North America after the transpacific segment for outbound U.S. directional travel, last airport outside of North America before the transpacific segment for inbound U.S. directional travel.

4 Itin_Online Indicates if for entire itinerary the passengers stayed on the same carrier for all segments ticketed and

operate d ; 1= YES, 0 = No

5 Itin_RoundTrip Indicates if passengers flew one way or round trip for the itinerary, 0=One

- way, 1=Round Trip

6 ItinID Identifies all market directionals for a single itinerary with the same index value

7 MktCoupons Total number of segments traveled for the directional market

8 MktFare Fare paid by passengers for the market directional

9 MktMilesFlown Total track miles minus ground miles

10 MktSeq Identifies the order the market directionals are traveled

11 NonStopMiles Market origin to destination distance, excludes ground segments (radian miles, point to point computation)

12 OpCarrierChange Identifies if there is a change to the operating carrier in the segments within the directional, 1=Yes, 0=No

13 OpCarrierGroup Sequentially identifies the operating carriers for each segment of the directional, ―:‖ separated

14 Origin Market of travel origination for the passenger(s), 3 digit IATA airport code designator

15 Passengers Number of passengers flying for the market d irectional record

16 Period Period first segment of the itinerary was flown, 4 digit year and two digit month (YYYYMM)

17 PurchaseClass Broken down by both Restricted and Unrestricted sales of First Class, Business Class, Premium Economy, and Economy and for Japan point

- of

- origin only First

- Consolidator, Business

- Consolidator, Premium Economy

- Consolidator, and Economy

- Consolidator

18 RpCarrier Code for the carrier that reports the data to DOT

19 TkCarrierChange Identifies if there is a change to the ticketing/marketing carrier in the segments within the directional,
1=Yes, 0=No

20 TkCarrierGroup Sequentially identifies the ticketing/marketing carriers for each segment of the market directional, ―:‖ separated

21 U.S._Gateway Last airport in North Am erica prior to transpacific segment for outbound U.S. directional travel, first airport in North America after transpacific segment for inbound U.S. directional travel.

### Attachment 3

- 4 Figure 2

– Sample of the final format of the dataset to be provide d (values and inputs are hypothetical)

ItinID MktSeq Mktcoupons Period Origin Dest

Airportgroup

Tkcarrierchange

Tkcarriergroup

Opcarrierchange

Opcarriergroup

Rpcarrier Passengers Mktfare Mktmilesflown Nonstopmiles us_gateway foreign_gateway itin_roundtrip itin_online purchase_class

1 1 3 YYYYMM SBA OKA SBA:LAX:OSA:OKA 1 UA :UA:JL 1 OO :UA:JL UA 20 665 6560 6364 LAX OSA 0 0 ?

1 2 1 YYYYMM OKA LAX OKA:LAX 0 NW 0 NW UA 20 654 6451 6451 LAX OKA 0 0 ?

2 1 3 YYYYMM TOY IAD TOY:HND:NRT:IAD 1 NH:

-- :NH 1 NH:

-- :NH UA 15 1239 6916 6783 IAD NRT 1 0 ?

2 2 5 YYYYMM IAD TOY IAD:CLE:ORD:NRT:HND:TOY 1 NH:NH:NH:

-- :NH 1 UA:NH:NH:

-- :NH UA 15 1261 7041 6783 ORD NRT 1 0 ?

3 1 2 YYYYMM ITM ORD ITM:NRT:ORD 1 JL:AA 1 JL:AA AA 8 599 6562 6480 ORD NRT 0 0 ?

3 2 1 YYYYMM ORD NRT ORD:NRT 0 AA 0 AA AA 8 573 6274 6274 ORD NRT 0 0 ?

4 1 1 YYYYMM KIX SFO KIX:SFO 0 UA 0 UA UA 10 1988 5413 5413 SFO KIX 0 1 ?

Note

- If adding a column for frequent flyer designation, place it as the last column.