BEFORE THE 

DEPARTMENT OF TRANSPORTATION 

WASHINGTON, D.C. 

-^ Ll: G'o 

Joint Application of 

AIR CANADA, 

THE AUSTRIAN GROUP, 

BRITISH MIDLAND AIRWAYS LTD., 

CONTINENTAL AIRLINES, INC., 

DEUTSCHE LUFTHANSA AG, 

POLSKIE LINIE LOTNICZE LOT S.A., 

SCANDINAVIAN AIRLINES SYSTEM, 

SWISS INTERNATIONAL AIRLINES LTD., 

TAP AIR PORTUGAL AND 

UNITED AIR LINES, INC. 

to Amend Order 2007-2-16 under 49 U.S.C. 

§§ 41308 and 41309 so as to Approve and 

Confer Antitrust Immunity 

Docket DOT-OST-2008-0234 

JOINT MOTION OF CONTINENTAL AIRLINES, INC., 

DEUTSCHE LUFTHANSA AG AND UNITED AIR LINES, INC. 

FOR CONFIDENTIAL TREATMENT UNDER 14 C.F.R. § 302.12 

Communications with respect to this document should be sent to: 

Thomas Newton Boiling 

Associate General Counsel, 

Regulatory, Alliances & International 

UNITED AIR LINES, INC. and 

CONTINENTAL AIRLINES, INC. 

thomas.bolling(g),coair.com 

Stephen Morrissey 

Managing Director, Regulatory 

UNITED AIR LINES, INC. and 

CONTINENTAL AIRLINES, INC. 

steve.morrissev(5),united.com 

Daniel A. Weiss 

Managing Director, International 

UNITED AIR LINES, INC. and 

CONTINENTAL AIRLINES, INC. 

dan.weiss@united.com 

Hershel I. Kamen 

Vice President-International, Regulatory 

and Policy 

UNITED AIR LINES, INC. and 

CONTINENTAL AIRLINES, INC. 

hershel.kamen@united.com 

Arthur J. Molins 

General Counsel North America 

DEUTSCHE LUFTHANSA AG 

arthur.molinsfa),dlh.de 

April 21, 2011 
BEFORE THE 

DEPARTMENT OF TRANSPORTATION 

WASHINGTON, D.C. 

Joint Application of 

AIR CANADA, 

THE AUSTRIAN GROUP, 

BRITISH MIDLAND AIRWAYS LTD., 

CONTfNENTAL AIRLINES, INC., 

DEUTSCHE LUFTHANSA AG, 

POLSKIE LINIE LOTNICZE LOT S.A., 

SCANDINAVIAN AIRLINES SYSTEM, 

SWISS INTERNATIONAL AIRLINES LTD., 

TAP AIR PORTUGAL AND 

UNITED AIR LINES, INC. 

to Amend Order 2007-2-16 under 49 U.S.C. 

§§ 41308 and 41309 so as to Approve and 

Confer Antitrust Immunity 

Docket DOT-OST-2008-0234 

JOINT MOTION OF CONTINENTAL AIRLINES, INC., 

DEUTSCHE LUFTHANSA AG AND UNITED AIR LINES, INC. 

FOR CONFIDENTIAL TREATMENT UNDER 14 C.F.R. § 302.12 

Pursuant to Rule 12 of the Department's Rules of Practice, Continental,' Lufthansa,^ and 

United (the "Joint Movants") ask the Department to withhold from public disclosure the 

confidential exhibits to the joint motion asking the Department to recognize Brussels Airlines' 

Common names of carriers are used. 

Lufthansa makes this motion on behalf of itself and Brussels Airhnes. Brussels 

Airlines is now under Lufthansa's effective control and the European Commission has approved 

Lufthansa's acquisition of all of the Brussels Airlines shares. See the EC Commission Decision 

of 22 June 2009 (Case No. COMP/M.5335 - Lufthansa/SN Airholding), at 5. Brussels Airlines 

should be considered as a separate party among the Joint Movants to the extent necessary to 

comply with the Department's Regulations, however. 
Joint Motion of Continental, Lufthansa 

and United for Confidential Treatment 

Page 2 

participation in the Alliance Agreements"* as covered by the grant of antitrust immunity pursuant 

to Order 2009-7-10 (the "Joint Motion"), filed contemporaneously in the above-referenced 

docket by the Joint Movants and Air Canada, Austrian, British Midland, LOT, SAS, Swiss and 

TAP. All confidential submissions will be labeled "Confidential Treatment Requested Under 14 

C.F.R. § 302.12" and accompanied by cover letters incorporating this motion by reference. 

Access should be limited to counsel and outside experts who file affidavits in accordance with 

the Department's Rule 12 procedures. 

In support of this request, the Joint Movants submit the following: 

I. THE CONFIDENTIAL INFORMATION IS PROTECTED FROM PUBLIC 

DISCLOSURE BY THE FREEDOM OF INFORMATION ACT 

To facilitate expeditious processing of the Joint Motion to include Brussels Airlines 

within the antitrust immunity granted pursuant to Order 2009-7-10, the Joint Movants are 

voluntarily submitting confidential information and documents. The Joint Movants' confidential 

materials are protected from public disclosure under various exemptions to the Freedom of 

Information Act ("FOIA"), including 5 U.S.C. §§ 552(b)(3) and (b)(4). 

Exemption 3 protects from disclosure information specifically protected by another 

federal statute, including 49 U.S.C. § 40115. See British Airports Authority v. CAB, 531 F. 

Supp. 408, 414 (D.D.C. 1982). Section 40115 states that the Department "shall" withhold from 

public disclosure, among other things, information that would adversely affect an air carrier's 

The "Alliance Agreements" means those agreements referred to on page 2, note 2, 

and Exhibit JA-1, of the Joint Application To Amend Order 2007-2-16 under 49 U.S.C. 

§§ 41308 and 41309 so as To Approve and Confer Antitrust Immunity on Certain Alliance 

Agreements filed on July 23, 2008 (see Order 2009-7-10 at note 114) and those listed on page 1 

of Exhibit JM-1 of the Joint Motion. 
Joint Motion of Continental, Lufthansa 

and United for Confidential Treatment 

Page 3 

competitive position in foreign air transportation. The information and documents at issue here 

clearly satisfy this standard. These materials contain extremely sensitive information regarding 

the Joint Movants' international operations and cooperation that is not publicly available. If 

disclosed, this information could be used by the Joint Movants' competitors to their strategic 

advantage, and the Joint Movants' disadvantage, in making competitive decisions. 

Exemption 4 protects from public disclosure information that is "(1) commercial or 

financial, (2) obtained from a person outside the government, and (3) privileged or 

confidential." Gulf & Western Indus.. Inc. v. United States. 615 F.2d 527, 529 (D.C. Cir. 1980) 

(citations omitted). The information and documents at issue here clearly satisfy this standard. 

These materials are commercial or financial in nature, obtained from a private citizen, and 

privileged or confidential. The Joint Movants would suffer substantial competitive harm if the 

documents were publicly disclosed. See Washington Post Co. v. HHS. 690 F.2d 252, 268 (D.C. 

Cir. 1982) (defining the standard for whether a document is privileged or confidential). Public 

disclosure of such information could '"impair the Government's ability to obtain necessary 

information in the future or . . . cause substantial harm to the competitive position of the person 

from whom the information was obtained.'" National Parks & Conservation Ass'n v. Kleppe. 

547 F.2d 673, 677-78 (D.C. Cir. 1976) (quoting National Parks & Conservation Ass'n v. Morton, 

498 F.2d 765-70 (D.C. Cir. 1974)); Burke Energv Corp. v. DOE. 583 F. Supp. 507, 510-11 (D. 

Kansas 1984). 

The Department has found that Exemption 3 also applies to information protected 

by 49 U.S.C. § 46311. See Order 2001-10-2, at 2-3. That statutory provision prohibits the 

release of information acquired by the Department "when inspecting the records of an air carrier" 

or information that "is withheld from disclosure under section 40115." 49 U.S.C. § 46311(a). 
Joint Motion of Continental, Luflhansa 

and United for Confidential Treatment 

Page 4 

IL ACCESS TO THE CONFIDENTIAL AND PROPRIETARY INFORMATION 

SHOULD BE LIMITED TO COUNSEL AND OUTSIDE EXPERTS 

Due to the nature of the information and documents the Joint Movants are providing in 

this proceeding, Rule 12 access should be limited to counsel and outside independent experts 

who file an affidavit stating that they will (1) use the information only for the purpose of 

participating in this proceeding, and (2) not disclose the information to anyone other than 

counsel or outside experts who have filed a valid affidavit with the Department in advance. 

The confidential materials the Joint Movants are submitting in this proceeding under Rule 

12 contain highly sensitive commercial information relating to the Joint Movants international 

operations and cooperation. In order to protect the Joint Movants' ability to compete effectively 

in international markets, it is imperative that this information not be disseminated to their 

competitors, even under Rule 12 procedures. The Department has routinely limited Rule 12 

access to confidential information submitted in the course of antitrust immunity proceedings to 

counsel and outside experts.^ By limiting access in this manner, the Department can permit 

parties to fully participate in this proceeding while limiting the risk of competitive harm that 

would result if the information were disseminated to the Joint Movants' competitors. 

^ See, e^ . Joint Application of ANA. Continental and United (Docket DOT-OST2009-350, Notice Providing Access to Documents and Suspending Procedural Schedule 

(December 24, 2009); Joint Application to Amend Order 2007-2-16 (Docket DOT-OST-2008-

0234), Notice Providing Access to Documents (July 24, 2008); Joint Application of 

Alitalia/Czech Airiines/Delta Air Lines/KLM Royal Dutch Airlines/Northwest Airlines/Air 

Erance (Docket DOT-OST-2007-28644), Notice Suspending Procedural Schedule and Providing 

Access to Documents (July 3, 2007); Joint Application of American Airlines and Swiss 

International Air Lines (Docket DOT-OST~2002-12688), Notice Providing Access to Documents 

(July 10,2002). 
Joint Motion of Continental, Lufifhansa 

and United for Confidential Treatment 

Page 5 

WHEREFORE, for the foregoing reasons, the Department should grant Continental, 

Lufthansa and United's joint request to withhold from public disclosure the confidential, 

proprietary and commercially sensitive information the Joint Movants have submitted in this 

proceeding under seal; limit Rule 12 access to counsel and outside experts as described above; 

and grant such other and further relief as the Department deems necessary and appropriate. 

Respectfiilly submitted. 

Arthu •thurJ r . Molinsa ^(J ^ Hershel 1. Kamen ^ ^ <J 

General Counsel, North America 

DEUTSCHE LUFTHANSA AG 

April 21, 2011 

DCACTlVE-14950782.1 

Hershel 

Vice President-International, Regulatory 

and Policy 

UNITED AIR LINES, INC. and 

CONTINENTAL AIRLINES, INC. 
CERTIFICATE OF SERVICE 

I certify that I have this date served the foregoing document on the following persons in 

accordance with the Department's Rules of Practice: 

msinick(aissd.com 

cdonlev@ssd.com 

carl.nelson@aa.com 

rpommer@atlasair.com 

sascha.vanderbellcn@deha.com 

ieff.morgan(S),deIta.com 

sametta.c.bamett(g),delta.com 

kquinn{a),pillsburvlaw.coTn 

iennifer.trock(a).pil I sburvlaw.com 

bob .knei sley @ wnco .com 

charters@everfireenai rlines. com 

ben.eraves@evergreenairlines.com 

ihill@dowlohnes.com 

irichardson@iohnlrichardson.com 

dkirstein@vkJaw.com 

jvoung@vklaw.com 

cjsimpson@zsrlaw.com 

pmurphy @1 opm urphy. co m 

anolik@travelJaw.com 

lhaves@C WTVacations. com 

howard.kass@usairwavs.com 

beniamin.slocum(a),usairwavs.com 

michael.deluce@flvporter.com 

loma.counsell@flvporter.com 

recohn@hhlaw.com 

rsilverberg@sgbdc.com 

ns spark s@fed ex. com 

anbird@fedex.com 

dvaughan@kelievdrve.com 

efaberman@wilevrein.com 

mcmillin@woa.com 

robert.land@ietblue.com 

matwood@cozen.com 

kevin.montgomerv@polaraircargo.com 

rbtrinder@zsrlaw.com 

iasilversmith@zsrlaw.com 

pruden@asta.org 

russell .bailev@alpa.org 

iohn.allen@faa.gov 

william.stallings@usdoi.gov 

dwight.moore@ustranscom.mil 

April 21, 2011 

Jpfimiie Jackson