-;- r','- -- ,> ,~~,<"",-.:...,.., 

BEFORE THE 

DEPARTMENT OF TRANSPORTATION 

WASHINGTON, D.C. 

) 

Application of ) 

) 

AIR JAPAN CO., LTD. ) Docket OST-2000-8299 

) 

for an amended exemption from 49 U.S.C. § 41301 ) 

and a transfer of foreign air carrier permit ) 

) 

) 

Application of ) 

) 

AIR JAPAN CO., LTD. ) Undocketed 

) 

for an amended statement of authorization under ) 

14 C.F.R. Part 212 ) 

) 

APPLICATION OF AIR JAPAN CO., LTD. 

Communications with respect to this document should be sent to: 

June 7, 2010 

Charles J. Simpson, Jr. 

David M. Endersbee 

Zuckert, Scoutt & Rasenberger, L.L.P. 

888 Seventeenth Street, NW 

Suite 700 

Washington, DC 20006 

Tel: (202) 973-7926 

Fax: (202) 342-0683 

Email: cjsimpson@zsrlaw.com 

dmendersbee@zsrlaw.com 

Counsel for Air Japan Co., Ltd. 

I _ ~ ( .c., j ; 

NOTICE: The applicant requests expedited treatment of this application. Counsel will poll 

interested parties and inform the Department of the results. 
BEFORE THE 

DEPARTMENT OF TRANSPORTATION 

WASHINGTON, D.C. 

) 

Application of ) 

) 

AIR JAPAN CO., LTD. ) 

) 

for an amended exemption from 49 V.S.c. § 41301 ) 

and a transfer of foreign air carrier permit ) 

) 

Application of ) 

) 

AIR JAPAN CO., LTD. ) 

) 

for an amended statement of authorization under ) 

14 C.F.R. Part 212 ) 

) 

Dated: June 7, 2010 

Docket OST -2000-8299 

Vndocketed 

APPLICATION OF AIR JAPAN CO., LTD. 

Pursuant to 49 U.S.C. §§ 40109,41302,41303 and Subparts B and C of the Department's 

Rules of Practice, Air Japan Co., Ltd. ("AJX") hereby requests an (l) amended exemption from 

49 V.S.c. § 41301, (2) a transfer of foreign air carrier permit, and (3) an amended statement of 

authorization, to reflect the merger of ANA & JP Express Co., Ltd. ("AJV") into AJX. 

In support of its application, AJX respectfully states as follows: 

1. The applicant's full name and corporate address are: Air Japan Co., Ltd., 15-2, 

Konan 2-Chome, Minato-ku, Tokyo 108-0075, Japan. The government air transport agency with 

regulatory authority over AJX is the Ministry of Land, Infrastructure, and Transport (Civil 

Aviation Bureau). Its address is 2-1-3, Kasumigaseki, Chiyoda-ku, Tokyo 100-8989, Japan. 
Application of Air Japan Co., Ltd. 

Page 2 

2. AJX is a Japanese company and is a wholly-owned subsidiary of All Nippon 

Airways Co., Ltd. ("ANA"), and it has been providing scheduled combination service since 2001 

as a designated non-incumbent combination carrier under Part LB. of the 1998 Memorandum of 

Understanding between the United States and Japan (the "MOU"). AJX's exemption authority 

permits it to (1) engage in scheduled foreign air transportation of persons, property and mail 

between any point or points in Japan and any point or points in the United States; (2) provide 

U.S. carrier code-share services on flights operated by Air Japan between points in Japan and 

points beyond Japan, in connection with U.S. carrier service between the United States and 

points beyond Japan, via Japan; and (3) conduct charters in accordance with Part 212 rules. See 

Notice of Action Taken in Docket OST-2000-8299, June 16, 2008. This authority remains in 

effect pursuant to the automatic extension provisions of the Administrative Procedures Act and 

Part 377 of the Department's regulations, pursuant to a timely-filed renewal application dated 

June 9, 2009. AJX also holds a statement of authorization (undocketed) to wet lease aircraft to 

ANA for U.S. - Japan combination service. I 

3. On April 2, 2010, ANA announced that it was merging AJX with another whollyowned ANA subsidiary, ANA & JP Express Co., Ltd ("AJV"). See Exhibit AJX-l. AN is an 

all-cargo carrier and had been owned by ANA, Japan Post Service Corporation, Nippon Express 

Co., Ltd., and Mitsui O.S.K. Lines. To effectuate the merger of AJX and AJV, ANA acquired all 

of the AJV shares held by these other entities on April 1, 2010. AJV will be merged into AJX on 

July 1,2010, leaving AJX as the surviving entity. 

4. Following its merger with AN, AJX will remain a wholly-owned subsidiary of 

ANA, and will remain substantially owned and effectively controlled by citizens of Japan. 

I Un docketed, statement of authorization 2007-321, in effect pursuant to Part 377. 
Application of Air Japan Co., Ltd. 

Page 3 

5. AJV holds a foreign air carrier permit authorizing it to engage in scheduled 

foreign air transportation of property and mail between any point or points in Japan and Chicago, 

Illinois, via a technical stop at Anchorage, Alaska, and to perform charter foreign air 

transportation of property and mail between any point or points in Japan and any point or points 

in the United States. Order 2006-11-17. AJV is the designated non-incumbent all-cargo airline 

under the Part II.B.l (f) of the MOU. See Application of All Nippon Airways Co., Ltd. for an 

Amendment of its Foreign Air Carrier Permit, fn. 3, Dec. 15,2006 (Docket OST-2006-26649). 

6. In connection with the merger of AJX and AJV, AJX understands that the 

Government of Japan will designate AJX as the Part II.B.l(f) non-incumbent all-cargo airline 

under the MOU, in place of AJV. AJX will retain its designation as a non-incumbent 

combination airline under Part I.B of the MOD. AJX will also retain its AOC, issued by the 

Ministry of Land, Infrastructure, Transport and Tourism ("MLIT"). See Exhibit AJX-2. MLIT 

has informed AJX that its existing AOC is sufficiently broad to encompass additional all-cargo 

operations. 

7. AJX, therefore, requests that the Department promptly amend AJX's existing 

exemption authority to permit it to engage in scheduled foreign air transportation of property and 

mail between any point or points in Japan and Chicago, Illinois, via a technical stop at 

Anchorage, Alaska, and to perform charter foreign air transportation of property and mail 

between any point or points in Japan and any point or points in the United States. AJX also 

requests that AJV's permit encompassing this authority be transferred to AJX. 

8. AJX also requests an amendment of its existing statement of authorization to 

include the long-term wet lease of B767-300 freighters to ANA, for ANA all-cargo operations 

between the U.S. and Japan. These aircraft were previously wet leased to ANA by AJV 
Application of Air Japan Co., Ltd. 

Page 4 

(undocketed statement of authorization 2010-94, June 1,2010), and following the merger will be 

leased to ANA by AJX, in addition to AJX's existing wet lease of aircraft to ANA for ANA's 

combination services between the U.S. and Japan. 

9. Grant of this application is in the public interest, as it will allow AJX to continue 

the all-cargo operations currently operated by AJV pursuant to the MOU and authority granted 

by the Department, which provide valuable shipping opportunities in both the U.S. and Japan. 

10. Grant of this application will not significantly affect the environment and does not 

require the preparation of an environmental impact statement. Similarly, AJX's operations to the 

United States will involve annual fuel consumption of less than ten million gallons. 

Accordingly, grant of this application will not be a "major regulatory action" under the Energy 

Policy and Conservation Act of 1975, as defined in 14 C.F.R. § 313.4(a)(1). 

11. AJX respectfully requests that the Department consider this application on an 

expedited basis, so that AJX may excercise the full range of requested authority under the MOU 

as of July 1, 2010. AJX will poll the counsel for carriers served with a copy of this application to 

determine whether there are any objections to the application and will inform the Department of 

the results as soon as possible. 
Application of Air Japan Co., Ltd. 

Page 5 

WHEREFORE, Air Japan Co., Ltd. requests that the Department grant its request for an 

amended exemption, transfer of foreign air carrier permit, and amended statement of 

authorization, as more fully set forth above. Air Japan also requests such further, different, and 

additional relief as the Department may deem appropriate. 

June 7, 2010 

Respectfully submitted, 

David M. Endersbee 

Zuckert, Scoutt & Rasenberger, L.L.P. 

888 Seventeenth Street, NW 

Suite 700 

Washington, DC 20006 

Tel: (202) 973-7926 

Fax: (202) 342-0683 

Email: cjsimpson@zsrlaw.com 

dmendersbee@zsrlaw.com 

Counsel for Air Japan Co., Ltd. 
CERTIFICATE OF SERVICE 

I hereby certify that on this i h day of June, 2010, a copy of the foregoing Application of 

Air Japan Co., Ltd. was served by electronic mail and/or first-class mail, postage pre-paid, on the 

following: 

Jeffrey Manley 

Senior Advisor - Regulatory Affairs 

United Air Lines, Inc. 

1025 Connecticut Avenue, N. W. 

Suite 1210 

Washington, DC 20036 

jeffrey.manley@united.com 

R. Bruce Keiner, Jr. 

Counsel for Continental Airlines 

and Continental Micronesia 

Crowell & Moring LLP 

1001 Pennsylvania Avenue, N.W. 

Washington, D.C. 20004 

rbkeiner@crowell.com 

Carl B. Nelson, Jr. 

Associate General Counsel 

American Airlines, Inc. 

1101 Seventeenth Street, N.W. 

Suite 600 

Washington, D.C. 20036 

carl.nelson@aa.com 

Alexander VanDer Bellen 

Jeff Morgan 

Sametta C. Barnett 

Delta Air Lines 

1212 New York Avenue, NW 

Suite 200 

Washington, D.C. 20005 

Sascha.vanderbellen@delta.com 

sametta.c.barnett@delta.com 

Jeff.morgan@delta.com 

David L. Vaughan 

Danielle Fisher 

Counsel for United Parcel Service 

Kelley Drye Collier Shannon 

3050 K Street, N.W. 

Suite 400 

Washington, D.C. 20007 

dvaughan@kelleydrye.com 

dfisher@kelleydrye.com 

Hershel I. Kamen 

Staff Vice President - International and 

Regulatory Affairs 

Dan Weiss 

Continental Airlines, Inc. and 

Continental Micronesia 

Government Affairs-8th Floor 

1600 Smith Street 

Dept. HQSGV 

Houston, TX 77002 

hkamen@coair.com 

dan. weiss@coair.com 

Kevin P. Montgomery 

Peter Beckett 

Polar Air Cargo, Inc. 

1747 Pennsylvania Avenue, N.W. 

Suite 875 

Washington, D.C 20006 

kevin.montgomery@polaraircargo.com 

peter. beckett@polaraircargo.com 

John M. Allen 

Director 

Flight Standards Service 

Federal Aviation Administration 

800 Independence Avenue, S.W. 

Room 821 

Washington, D.C. 20591 

john.allen@faa.gov 
Jonathan B. Hill 

Counsel for Hawaiian Airlines 

Dow, Lohnes & Albertson, PLLC 

1200 New Hampshire Avenue, N.W. 

Suite 800 

Washington, DC 20036-6802 

jhill@dlalaw.com 

G. Bailey Leopard 

Angeline Garbuzinski 

Legal and Regulatory Affairs 

Federal Express Corporation 

3620 Hacks Cross Road 

Building B, 3rd Floor 

Memphis, TN 38125 

anbird@fedex.com 

gbleopard@fedex.com 

John Palo 

Vice President, Planning Military 

and Government 

Evergreen International Airlines, Inc. 

3850 Three Mile Lane 

McMinnville, OR 97128 

john.palo@evergreenairlines.com 

charters@evergreenairlines.com 
ANA Press Release 

AJXAOC 

TABLE OF EXHIBITS 

Exhibit AJX-l 

Exhibit AlX-2 
Exhibit AJX-I 

ANA Press Release 
April 2, 2010 

Company Name: ALL NIPPON AIRWAYS CO., LTD. 

President and CEO: Shinichiro Ito 

(Code number: 9202, First Section of the Tokyo 

Stock Exchange and Osaka Securities Exchange) 

Contact: Director, General Administration, Yasuo Tanji 

(Tel. +81-3-6735-1001) 

Notice of Merger of Consolidated Subsidiaries 

The Company hereby announces that, in a decision made at a meeting of its Board of Directors held 

on April 2, 2010, two of its consolidated subsidiaries, namely, Air Japan Co., Ltd. ("AJX") and ANA 

& JP Express Co., Ltd. ("AJV"), will merge, as noted below: 

1. Objective of the Merger 

In accordance with the ANA Group FY2010-2011 Corporate Strategy announced on March 19, 

2010, and in response to the changing environment of the airline industry overall, the two 

companies in question, both of which operate Boeing 767 aircraft, will merge in order to build a 

more flexible operating structure and streamline their operations. 

2. Outline of the Merger 

(1) Merger schedule* 

March 25, 2010 

April 2, 2010 

April 16,2010 (anticipated) 

July 1, 2010 (scheduled) 

Merger placed on agenda at ordinary meeting of the 

Company's Board of Directors 

AJXlAJV merger resolution voted on at an 

extraordinary meeting ofthe Board of Directors 

AJXI AJV merger agreement signed 

Approval of AJXI AJV merger at extraordinary 

meeting of shareholders 

AJXJAJV merger date (effective date) 

* Subject to the approval of rei evant government agencies 

(2) Method of merger 

This will be an acquisition and merger, with AJX the surviving company; AJV will be 

dissolved. 

(3) Allocation of shares related to merger 

The Company acquired the AJV shares held by Japan Post Service Co., Ltd., Nippon 

Express Co., Ltd. and Mitsui O.S.K. Lines, Ltd. as of April 1,2010. 

As a result, as of the scheduled effective date, both companies in the merger will become 

wholly-owned subsidiaries of the Company, and there will thus be no issue of new shares 
or payment of funds resulting from the merger. 

(4) Handling of the extinct company's new share warrants and corporate bonds with 

preemptive rights 

AJV, the extinct company, has issued no new share warrants or corporate bonds with 

preemptive rights. 

3. Overview of the Parties to the Merger (as of December 31,2009) 

CD 

® 

@ 

@ 

@ 

@ 

(J) 

@ 

® 

@l 

@ 

@ 

Surviving Company Extinct Company 

Company Air Japan Co., Ltd. (AJX) ANA & JP Express Co., Ltd. (AN) 

Name 

Business Air transport, etc. (passengers/cargo) Air transport, etc. (cargo) 

Established June 29, 1990 February 1,2006 

Headquarters 1-5-2 Higashi Shimbashi, Minato-ku, 1-5-2 Higashi Shimbashi, Minato-ku, 

Tokyo Tokyo 

Representative Mitsuhiko Ota, President and Tadakazu Seino, President and 

Representative Director Representative Director 

Capitalization 50 million yen 80 million yen 

Fiscal Year Ends in March Ends in March 

Total Shares 1 ,000 shares 2,520 shares 

Outstanding 

Net Assets 640 million yen 57 million yen 

Total Assets 1,412 million yen 1,891 million yen 

Employees* 411 207 

Major All Nippon Airways Co., Ltd. 100% All Nippon Airways Co., Ltd. 51.7% 

shareholders Japan Post Service Co., Ltd. 33.3% 

and percentage Nippon Express Co., Ltd. 10.0% 

held Mitsui O.S.K. Lines, Ltd. 5.0% 

*Includes temporary employees. Includes employees transferred to the company, but not 

those transferred externally. 

4. Post-Merger Status 

CD Company Air Japan Co., Ltd. 

Name 

® Business Air transport, etc. (passengers/cargo) 

@ Established June 29,1990 

@ Headquarters 1-5-2 Higashi Shimbashi, Minato-ku, Tokyo 

@ Representative Shunichi Kobayashi, President and Representative Director 

@ Capitalization 50 million yen 

(J) Fiscal Year Ends in March 

5. Impact on Business Results 

As the merger involves an acquisition and merger between two wholly-owned subsidiaries of 

the Company, the impact on the Company's consolidated business results will be minor. 
Exhibit AJX-2 

AJXAOC 
OO±xim/ 

Ministry of Land, Infrastructure, Transport and Tourism 

_*ffI'iJWiE 

Air 0 rator Certificate 

pl''JiO)'J 1T E! 0 

ttJ~:I~r:ri-7--!f--------- fM~~i'J19nty _____ ----------- ~f,tW'tts~t~§lf(~PJlJ!!!et 

KOKUKUJI 217 MinistIy of Land, Infrastructure, Contact details, at which 

Transport and Tourism operational management can 

be contacted without ondue delay, 

are listed in attachment to 

this document. 

~ 0)£1.:; )ZJj:~~&atEm 0) :rExpiry Date OperatorName,Address,Telephone, Type of aircraft authorized for use 

-:'-O)-*~OF~lfruUf~-.~t¥ '~~~':.ff.=r:7::'-~-Y;~~------- ~::.:.:{:;?it76i*WfI~r---­ PTIDEO)iI~;:t.xfj:¥f5tMiOt ~fE~6T§ 7.m:5 6% Boeing 767 series 

It 6 no ~ -z'O)rdL ::ff~ ~ 1Itlm~%: 03-6735-5900 

T Q 0 77j1~A1If% ; 03-6735-5902 

This certificate is remain in Air Japan CO.,L TD 

effect until superseded by a 7-56, Higashikojiya 6-chome, 

new Air Operator Certificate. Ota-ku,Tokyo,JAPAN 

TEL;+81-3-6735-5900 

FAX;+81-3-6735-5902 
•• ~ • !.IT ~ ._O)ilM9c f::? L \"C 

Operational Points of Contact 

fH.t:8 : .I.7-~-v/~~**it~t± 

Operator Name : Air Japan CO.,LTD. 

Operational Points of Contact 

~B*~.**~~t± *~v-~3~~m~ 

~m:.~~~m~~W~~3-3-2 

.~.~:03-5757-5300 

?Y~?A.~:03-5757-5656 

ALL NIPPON AIRWAYS GO. ,LTD. Operation & Airport Services 

Address: 3-3-2, Hanedakuko,Ota-ku, Tokyo, JAPAN 

TEL: +81-3-5757-5300 

FAX: +81-3-5757-5656