BEFORE THE U.S. DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C. Joint Application of US AIRWAYS, INC., PIEDMONT AIRLINES, INC., and PSA AIRLINES, INC.

and

BRITISH AIRWAYS PLC and OPENSKIES SAS

for blanket Statements of Authorization under 14 C.F.R. Part 212 and related exemption authority pursuant to 49 U.S.C. §40109 (Reciprocal Codesharing) DOT-OST-2014-______

JOINT APPLICATION OF US AIRWAYS, INC., PIEDMONT AIRLINES, INC. AND PSA AIRLINES, INC., AND BRITISH AIRWAYS PLC AND OPENSKIES SAS FOR

STATEMENTS OF AUTHORIZATION AND RELATED EXEMPTION AUTHORITY

Howard Kass Vice President – Regulatory Affairs Abigail Donovan Director, Congressional and Federal Affairs US Airways, Inc. 1401 H Street, NW, Suite 1075 Washington, DC 20005 (202) 326-5153 howard.kass@aa.com abigail.donovan@aa.com

Robert A. Wirick Managing Director, Regulatory and International Affairs US Airways, Inc. P.O. Box 619616, MD 5635 DFW Airport, Texas 75161 (817) 963-0394 robert.wirick@aa.com 

### Richard Mendles General Counsel, Americas James B. Blaney Senior Counsel, Americas 2 Park Avenue, Suite 1100 New York, New York 10016 richard.mendles@ba.com jim.blaney@ba.com

Don H. Hainbach Jason E. Maddux Garofalo Goerlich Hainbach PC 1200 New Hampshire Ave, NW, Suite 590 Washington, DC 20036 (202) 776-3970 dhainbach@ggh-airlaw.com jmaddux@ggh-airlaw.com Counsel for British Airways Plc and OpenSkies SAS March 28, 2014 NOTICE: Answers to this Application are due Ap ril 14, 2014. However, the Joint Applicants request expedited treatment of this applicati on. The Joint Applicants will poll the U.S. carrier representatives served w ith this application and notify the Department promptly of the results of the poll.BEFORE THE U.S. DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C. Joint Application of US AIRWAYS, INC., PIEDMONT AIRLINES, INC., and PSA AIRLINES, INC.

and

BRITISH AIRWAYS PLC and OPENSKIES SAS

for blanket Statements of Authorization under 14 C.F.R. Part 212 and related exemption authority pursuant to 49 U.S.C. §40109 (Reciprocal Codesharing) DOT-OST-2014-______

JOINT APPLICATION OF US AIRWAYS, INC., PIEDMONT AIRLINES, INC. AND PSA AIRLINES, INC., AND BRITISH AIRWAYS PLC AND OPENSKIES SAS FOR

STATEMENTS OF AUTHORIZATION AND RELATED EXEMPTION AUTHORITY US Airways, Inc. (“US Airways”) and its affiliates Piedmont Airlines, Inc. (“Piedmont”) and PSA Airlines, Inc. (“PSA”) and British Airways Plc (“British Airways”) and its affiliate OpenSkies SAS (“OpenSkies”) (collectively, the “Carriers”) join tly apply for issuance of blanket statements of

authorization under 14 C.F.R. Part 212 and related ex emption authority pursuant to 49 U.S.C. §40109 to the extent necessary to implement codesharing arra ngements provided for in the Code Share Agreement between British Airways and American Airlines, Inc. (“American”). US Airways and British Airwaysplan to codeshare between points in the United States and points in the European Union (EU), both nonstop and via intermediate points, and beyond to third country points. They request expedited treatment for this Joint Application, that the requested exempt ion authorities be granted for a period of at least two years, and that the requested statements of au thorization be granted for an indefinite period. 1 In support of this Joint Application, the Carriers submit the following:

1 To the extent necessary, the Carriers request a waiver of the 45-day advance filing requirement specified in Part 212 to enable the codeshare service for which authorization is requested to begin without delay.

### 2 1. Following the merger of US Airways Group, Inc. and AMR Corp. on December 9, 2013, US Airways and American share the same ultimate co rporate parent, American Airlines Group, Inc. and, pursuant to the existing codeshare agreement betw een American and British Airways, US Airways qualifies as an affiliate of American for th e purposes of the existing codeshare arrangement. 2 US Airways and American have elected to include US Airways in the already-existing codeshare arrangement with British Airways in order to ensure a consistent relationship between British Airways and both US Airways and American. A copy of the British Airw ays-American codeshare agreement, which also covers affiliates such as Piedmont, PSA, and Op enSkies, is on file with the Department.

2. US Airways and PSA request statements of au thorization for blanket codeshare authority to display British Airways’ BA* designator code on flights operated by US Airways and PSA (i) between any point or points in the United States and any point or points in the EU (either non-stop or via third country intermediate points); (ii) be tween any point or points in the EU and any point or points in third countries; (iii) between U.S. points; and (iv) betwee n any point or points in the U.S. and any point or points in third countries. Piedmont requests a statem ent of authorization for blanket codeshare authority to display British Airways’ BA* designator code on flights it operates between points in the United States, The specific routes that are initially covere d by the above codesharing arrangement are described in Appendix A.

3. British Airways and OpenSkies request statemen ts of authorization for blanket codeshare authority to display US Airways’ US* designato r code on flights operated by British Airways and OpenSkies (i) between any point or points in the Un ited States and any point or points in the EU (either non-stop or via third country intermediate points); (ii) between any point or points in the United States and any point or points in third countries; (iii) between EU points; and (iv) between any point or points in

2 Under the American – British Airways Code Share Ag reement, “‘Affiliate’ means, with respect to any person or entity, any other person or entity, directly or indirectly, Controlling, Controlled by, or under Common Control with, such person or entity... (4) any other airline in which, and for so long as, AMR maintains beneficial ownership, directly or indirectly, of at least fifty-one percent (51%) of the outstanding capital stock (or other equity interests) of such airline...”

### 3 the EU and any point or points in third countries. The specific routes initially covered by the above codesharing arrangement are all routes on which British Airways and OpenSkies already display the American AA* designator code.

4. US Airways currently holds all underlying authority necessary to operate these flights. US Airways is authorized to engage in the schedul ed domestic air transportation described in Appendix A pursuant to Certificate of Public Convenience and N ecessity for Interstate Air Transportation issued by Order 97-4-6. US Airways also holds certificate authority “to serve all open skies partners...” (Order 2007-4-20, April 18, 2007, Dockets DOT-OST-2005-22228 and DOT-OST-2005-22578.)

5. PSA currently holds all underl ying authority necessary to operate these flights. PSA is authorized to engage in the scheduled domestic ai r transportation described in Appendix A pursuant to Certificate of Public Convenience and Necessity for Interstate Air Transportation issued by Order 2004-3-

32. PSA also holds a Certificate of Public C onvenience and Necessity for Foreign Air Transportation issued by Order 2004-5-22.

6. Piedmont currently holds all underlying authority necessary to operate these flights. Piedmont is authorized to engage in the scheduled domestic air transportation described in Appendix A pursuant to an Air Carrier Certificate issued by th e Federal Aviation Administ ration dated August 5, 1989 and reissued July 7, 1993, and numbered as HNAA001A. Pi edmont is registered as an Air Taxi Operator and Commuter Air Carrier under part 298 of the Regu lations of the Department of Transportation.

7. British Airways currently holds all underl ying authority necessary to operate these flights. British Airways holds a Foreign Air Carrier Permit authorizing it to provide scheduled service “from any point or points behind any Member State of the European Union, via any point or points in any Member State and via intermediate points, to any point or points in the United States and beyond... [and] between any point or points in the United States and any point or points in any member of the European Common Aviation Area...” (Order 2007-10-1, p.3.) More over, by Order 2010-7-8, the Department inter alia authorized American and British Airways to enga ge in blanket reciprocal open-skies codesharing. Pursuant to the Department’s Notice in the Matter of Blanket Notification of Codeshare Service to Open-

### 4 Skies Partners and Points, February 9, 2009, American and British Airw ays provided blanket notification on August 6, 2010, of their intent to engage in reciprocal codeshare services subject to notifying the Department no later than 30 days before commenc ing any additional codeshare services to or from nonopen skies countries.

8. OpenSkies also currently holds all underlying authority necessary to operate these flights. OpenSkies holds a Foreign Air Carrier Permit authoriz ing it to provide scheduled service “from any point or points behind any Member State of the European Union, via any point or points in any Member State and via intermediate points, to any point or points in the United States and beyond... [and] between any point or points in the United States and any point or points in any member of the European Common Aviation Area...” (Order 2009-6-20 (Apr. 22, 2009)). OpenSkies also holds a statement of authorization enabling it to display the AA* designator code of Am erican on flights operated by OpenSkies to and from the United States (Order 2010-7-8 (Jul. 20, 2010), as amended by Order 2011-3-1 (Mar. 10, 2011) and Order 2011-11-22 (Nov. 17, 2011)).

9. Aviation relations between the United Stat es and the United Kingdom are governed by the Air Transport Agreement between the United Stat es of America and the European Community and Its Member States (“U.S.-EU Agreement”). The U.S. -EU Agreement expressly permits designated airlines of one Party to “enter into cooperative marketing arrangements such as blocked-space or code-sharing arrangements, with a) an airline or airlines of the Parties...” (U.S.-EU Agreement Article 10, 7.)

10. The Carriers seek permission to engage in these codesharing arrangements in order to more effectively compete by offering better and more fully integrated services to their respective customers. Codesharing allows two carriers to crea te and market new services together when economic or regulatory obstacles would prevent either fro m developing those products independently. Such services not only enable the carriers to more effectivel y compete in the marketplace, but they also have specific benefits for consumers. The codeshare services proposed by US Airways and British Airways are fully consistent with the public interest and DOT policy. As the Department has noted:

### 5 Code sharing and other cooperative marketi ng arrangements can provide a cost-efficient way for carriers to enter new markets, expa nd their systems and obtain additional flow traffic to support their other operations by using existing facilities and scheduled operations. Because these coope rative arrangements can give the airline partners new or additional access to more markets, the partners will gain traffic, some stimulated by the new service, and some diverted from incumben ts. In this way, cooperative arrangements can enhance the competitive positions of bot h partners in such a relationship. Increased international code sharing and other cooperative arrangements can benefit consumers by increasing international ser vice options and enhancing competition between carriers, particularly for traffic to or from cities behind major gateways. By stimulating traffic, the increased comp etition and service options should expand the overall international market and increase ove rall opportunities for the aviation industry. (U.S. International Air Transportation Policy Statemen t, April 1995, at 4.) The Department has also recognized that codesharing results in increased passenger convenience by permitting single-carrier reservations and ticketing. ( See Continental-SAS, Order 88-12-46.)

11. The Carriers agree to accept the conditions no rmally applicable to blanket codeshare authority such as requested herein. This includes th e requirement to notify the Department thirty (30) days in advance of any new codeshare operation 3 and to notify the Department of any codeshare operation the carriers have agreed to discontinue. 4 The carriers will also ensure compliance with all other applicable Department regulations and policies, incl uding the codeshare disclosure regulations of Part 257. The Carriers also request that th e statements of authorization be issued for an indefinite period, so long as their Code Share Agreement continues in eff ect. Should the Code Share Agreement cease to be effective, the Carriers will notify the Department. Finally, the terms of the Code Share Agreement are fully consistent and do not inte rfere with US Airways’ commitment to the Civil Reserve Air Fleet.

3 To the extent necessary, US Airways and British Airway s hereby provide blanket notification of their intent to engage in reciprocal codeshare servi ces i) between points in the United States and points in the EU (both nonstop and intermediate routings via open skies points); ii) between points in the United States and points in the European Common Aviation Area where open skies applies; iii) between points in the United States; iv) between points in the EU; v) beyond the EU to open skies points; and vi) beyond the United States to open skies points.

4 For the administrative convenien ce of the Department and the carrier s, and to allow routine schedule changes as may be necessary between ma inline and affiliated carrier equipment, notice of specific codeshare routes given to the Department by British Airways, OpenSkies, US Airways, Piedmont or PSA, should be deemed notice given for each of the carriers.

### 6 12. US Airways has completed a review of the IATA Operational Safety Audits (“IOSA”) performed on British Airways and OpenSkies in accordance with the requirements of the DOT/FAA Codeshare Safety Program Guidelines issued December 21, 2006. The results of the IOSA audits have been submitted to the FAA for review and were accep ted on August 21, 2013, for British Airways, and on January 14, 2014, for OpenSkies.

13. The Carriers intend to begin operating the proposed codeshare arrangements for which authority is requested here upon receipt of all necess ary governmental approvals. The Carriers request that the Department act upon this application as e xpeditiously as possible, and to the extent necessary request a waiver of the 

### 45-day advance filing requirement sp ecified in Part 212 to enable the

codeshare service for which authorizati on is requested to begin without delay

.

WHEREFORE, on the basis of the foregoing, US Airways, British Airways and their respective affiliates jointly request that the Department grant th em the exemption authorities and blanket statements of authorization requested herein to the extent n ecessary to enable the Carriers to fully implement the codeshare arrangements described above. The Carriers further request that the Department grant them

such other relief as it considers to be consistent with this Joint Application and otherwise in the public

interest.Appendix A British Airways Codeshare on US Airways Operated Flights

ROUTING To/From Boston, Massachusetts (BOS): Pittsburgh, Pennsylvania (PIT) To/From Charlotte, North Carolina (CLT): Barcelona, Spain (BCN) Brussels, Belgium (BRU) Dublin, Ireland (DUB) Fort Myers, Florida (RSW) Frankfurt, Germany (FRA) Jacksonville, Florida (JAX) Las Vegas, Nevada (LAS) Lisbon, Portugal (LIS) London, England (LHR) Madrid, Spain (MAD) Manchester, England (MAN) New Orleans, Louisiana (MSY) Paris, France (CDG) Philadelphia, Pennsylvania (PHL) Rome, Italy (FCO) To/From Philadelphia, Pennsylvania (PHL): Amsterdam, Netherlands (AMS) Athens, Greece (ATH) Atlanta, Georgia (ATL) Baltimore, Maryland (BWI) Barcelona, Spain (BCN) Brussels, Belgium (BRU) Buffalo, New York (BUF) Cancun, Mexico (CUN) Charlotte, North Carolina (CLT) Cincinnati, Ohio (CVG) Cleveland, Ohio (CLE) Columbus, Ohio (CMH) Denver, Colorado (DEN) Dublin, Ireland (DUB) Edinburgh, Scotland (EDI) Fort Lauderdale, Florida (FLL) Fort Myers, Florida (RSW) Frankfurt, Germany (FRA) Glasgow, Scotland (GLA) Greensboro, North Carolina (GSO) Houston, Texas (IAH) Indianapolis, Indiana (IND) Jacksonville, Florida (JAX) Kansas City, Missouri (MCI)Las Vegas, Nevada (LAS) Lisbon, Portugal (LIS) London, England (LHR) Los Angeles, California (LAX) Madrid, Spain (MAD) Manchester, England (MAN) Miami, Florida (MIA) Minneapolis, Minnesota (MSP) Munich, Germany (MUC) Nashville, Tennessee (BNA) New Orleans, Louisiana (MSY) Orlando, Florida (MCO) Paris, France (CDG) Phoenix, Arizona (PHX) Pittsburgh, Pennsylvania (PIT) Portland, Oregon (PDX) Raleigh Durham, North Carolina (RDU) Richmond, Virginia (RIC) Rome, Italy (FCO) San Diego, California (SAN) San Francisco, California (SFO) San Juan, Puerto Rico (SJU) Seattle, Washington (SEA) Shannon, Ireland (SNN) St. Louis, Missouri (STL) Tampa, Florida (TPA) Venice, Italy (VCE) Washington, DC (DCA) West Palm Beach, Florida (PBI) Zurich, Switzerland (ZRH) To/From Phoenix, Arizona (PHX): San Diego, California (SAN)