December 9, 2013 } 

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## \ ;:32 Mr. Donald Bright Director of Office ofAirline Information Bureau ofTransportation Statistics Department ofTransportation, K-25 400 Seventh St., S.W. Washington, DC 20590

Re: Motion ofUnited Airlines, Inc. For Confidential Treatment; Schedule B-7, Airframe and Aircraft Engine Acquisitions and Retirements

Dear Mr. Bright: Enclosed are three copies ofUnited Airlines' Motion to Withhold Information from Public Disclosure forthe period ended September 30,2013. The original ofthe Motion together with the information requested is presently enroute to the Office ofAviation Information and Management today.

David B. Olaussen Managing Counsel Enclosures

233 South Wacker Drive, Chicago, IL 60606 A STAR ALLIANCE MEMBER .• ::.

### BEFORE THE DEPARTMENT OFTRANSPORT AnON OFFICE OF THE SECRETARY WASHINGTON, D.C.

Motion of UNITED AIRLINES, INC. For Confidential Treatment Under Section 302.39 Docket OST-95-675

MOTION OFUNITED AIRLINES, INC. TO WITHHOLD INFORMAnON FROM PUBLIC DISCLOSURE

Communications with respect tothis document should be sentto: DAVID B. OLAUSSEN Managing Counsel UNITED AIRLINES, INC. 233 South Wacker Drive Chicago, IL 60601 872-825-8069
DATED: December 9, 2013BEFORE THE DEPARTMENT OF TRANSPORTA nON OFFICE OF THE SECRETARY WASHINGTON, D.C.

Motion of UNITED AIRLINES, INC
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.For Confidential Treatment Under Section 302.39 Docket OST.95.675

MOTION OF UNITED AIRLINES, INC. TO WITHHOLD INFORMA nON FROM PUBLIC DISCLOSURE

Pursuant to Rule 39(e) ofthe Department ofTransportation, Office ofthe Secretary Procedural Rules, United Airlines, Inc. ("United") hereby files this Motion to Withhold From Public Disclosure the information contained in a sealed envelope and captioned Schedule B-7 Airframe and Aircraft Engine Acquisitions and Retirements and delivered to the Office ofAviation Transportation Management. This information is provided pursuant to Part 241 ofthe Department's Economic Regulations, 14CFR 241, and ispart ofForm 41 Schedule 

### B.7. The information sought to be withheld from public disclosure details United's acquisition cost and sales realization amounts with respect to new and used aircraft and aircraft engines, each broken down by model, individual serial niunber, and individual purchase or sale prices. The information for which United seeks confidential treatment under this instant Motion is similar to and consistent with that for which the Department granted, in 1993 and 1994erders, confidential treatmenHosimilar Schedule£='hmtlrfiledseparatelybyiJnited;-_. American Airlines, Inc. ("American") and Delta Airlines, Inc. ("Delta").

The information sought to be withheld falls within Exemption 3 ofthe Freedom oflnformation Act (5 U.S.C. 552(b)(3», which exempts from disclosure information required by statute to be withheld. Exemption 3provides that:

### "(b) This section does not apply tomatters that are... 

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## * (3) specifically exempted from disclosure by statute (other than section 552(b) ofthis title), provided that such statute (A) requires that the matters bewithheld from thepublic in such amanner asto leave no discretion onthe issue, or(B) establishes particular criteria for
. withholding orrefers to particular types ofmatters to bewithheld;" Section 1104ofthe Federal Aviation Act of 1958, as amended (the Act), provides that: "Any person may make written objection tothe public disclosure ofinformation

contained in any application, report, ordocument filed pursuant to the provisions ofthis Act
... stating the grounds for such objection. Any information contained in such application, report, ordocument
... shall be withheld from public disclosure bythe Secretary ofTransportation
... if disclosure ofsuch information would adversely affect the competitive position ofany aircarrier inforeign airtransportation." United considers therequested information deleted from Schedule B.7 to be highly sensitive and confidential. The airtransportation industry, both domestically and internationally, has become highly competitive. Aircraft ownership costs are amajor cost of doing business for all certificated carriers. Acarrier's ability to reduce its aircraft ownership costs relative to its competitors can, therefore, provide acarrier asignificant competitive advantage. In an effort to secure such an advantage, United applies considerable management resources totrying toreduce its aircraft ownership costs. This includes devoting substantial resources totrying to obtain airframes and engines atthe lowest possible acquisition cost and disposu1g ofthese assets atthe highest possible sales price. Moreover, the negotiations for new equipment are made more difficult bythe factthatthere are only three manufacturers oflarge jet airframes and only three oflargejet engines. However, as long asthe Department makes available to the public United's acquisition cost foreach airframe and engine itacquires andthe sales flI'oceedsrealized oneach sale ofsuch equipment; tJnited is denied the benent oftlfese efforts, harming United commercially.

Once United's costs aredivulged, United's competitors can usethese cost data to negotiate contract price adjustments from the same suppliers United isusing or from competing suppliers. Since many ofthese competing carriers areforeign flag carriers, their equipment prices will never be reported tothe Department, letalone bemade public. Itis not only commercially damaging butbasically unfair toUnited and all other U.S. carriers torequire

-2-them to divulge to their non-reporting foreign flag competitors the fruits oftheir competitive

efforts with manufacturers tO,secure the best possible purchase price. See,~, Order 81.12.9.

The disclosure ofUnited's purchases and disPositions ofindividual aircraft and aircraft engines would allow competing foreign and domestic airlines, manufacturers of aircraft and engines, and new and used aircraft ownerllessors to calculate and closely track United's costs to inquire, modi/)', transfer or dispose ofits various fleets ofused models aircraft (and related used aircraft engines). Itwould adversely affect United's competitive position by strengthening the bargaining position ofother airlines, including foreign airlines, and aircraft ownerllessors seeking to purchase aircraft equipment from manufacturers and others, They would be able to use their knowledge ofUnited's confidential purchase and sale arrangements as starting points in their own negotiations, and thus improve their ability to obtain equal or more favorable prices. This would lead to United's competitors, including foreign competitors, being able to enjoy lower capital costs than otherwise the case, and to their being able to operate and compete more efficiently with United than otherwise.

United submits that FOIA Exemption 3 is applicable, as aresult ofthe provision in Section 1104 ofthe Act requiring the withholding from public disclosure ofany information contained in areport filed pursuant to the Act, ifsuch disclosure would "adversely affect the competitive position ofany air carrier in foreign air transportation" (49 U.S.C. App. 1504). The information for which United seeks confidential treatment under this instant Motion is similar to and consistent with that for which the Department granted confidential treatment, in (i) aMarch 29, 1993 order concerning similar Schedule B.7 data filed by Delta, (ii) a November 1,1993 order concerning similar Schedule B-7 data filed by American, (iii) a December 29, 1993 order concerning similar Schedule B.7 data filed by United, (iv) an August 23, 1994 order concerning similar Schedule B-7 data filed by Delta, and (v) aNovember 18, 1994 order concerning similar Schedule 

### B-7 data filed by United. The Department's grants of confidentiality were specifically made under Exemption 3 (and its 1993 grants were made exclusively under Exemption 3) since Delta and American, like United, compete with foreign air carriers who do not file such information yet are freeto obtain U.S. carrier information from the Department. The Department there stated: "this lack ofreciprocal access, the Department believes, could substantially harm the competitive position ofAmerican, resulting inthe erosion ofthe U.S. international airline industry." United also submits that the information sought to be withheld falls within exemption 4 from the Freedom oflnformation Act, 5 U.S.C. 552(b)(4), which provides protection from disclosure for "trade secrets and commercial or financial information obtained from aperson and privileged or confidential;
..," United believes the requested information deleted from Schedule B-7 clearly satis/)' all three elements required forprotection under Exemption 4. First, the acquisition cost and sales realization amounts reported are substantially the same as negotiated between the parties, which purchase and sale prices are clearly financial or commercial in nature. Second, United established these prices through its negotiations with

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### private third parties; the infonnation was not obtained from any governmental entities. Third,

the disclosure ofsuch infonnation would hann United's competitive position. See Gulf & 

### Western Indus
..Inc. v. United States, 615 F.2d 527 (D.C. Cir. 1979), National Parks & 

### Conservation Ass'n v. Morton, 498 F.2d 765 (D.C. Cir. 1974), Sterling Drug, Inc. v. Federal Trade Cornm'n, 450 F.2d 698 (D.C.Cir. 1971), The Tinken Co. v. U.S. Customs Service, 491 F.Supp. 557 (D.C. Cir. 1980), Braintree v. Dept. ofEnergy. 494 F.Supp. 287, and Burke Energy Corp. v. Department ofEnergy, 583 F.Supp. 507 (D. Kan. 1984). Finally, the Department's 1994 grants ofconfidentiality (i.e., itsAugust 23, 1994order concerning similar Schedule B-7/B-43 data filed by Delta, and itsNovember 18, 1994order concerning similar Schedule B-7 data filed by United) were specifically made under both Exemptions 3 and4.

The Department, when deciding United's (and American's and Delta's respective) prior B-7 confidentiality motions, granted aten-year confidential period beginning on the date the infonnation was required to be filedpursuant to 14CFR 241.22(a). United deserves tobetreated no less favorably with respect tothe sealed Schedule B-7 attached hereto.

WHEREFORE, United requests that theDepartment, pursuant to Rule 39 ofits Rules ofPractice and Exemptions 3 and4 ofthe Freedom ofInfonnation Act, withhold from public disclosure, the price infonnation contained intheAirframe andAircraft Engine Acquisition and Retirements items which have been deleted from columns 9, 10and II ofthe public filing ofUnited's quarterly Fonn 41 Schedule B.7 report foraperiod ofnot less than ten years. 

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David B. Olaussen Managing Counsel UNITED AIRLINES, INC.
DATED: December 9, 2013

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