BEFORE THE 

U.S. DEPARTMENT OF TRANSPORTATION 

WASHINGTON, D.C. 

Joint Application of ) 

) 

ALITALIA- COMPAGNIAAEREA ITALIANA S.P.A ) DocketDOT-OST-2014-__ _ 

) 

and ) 

) 

ALIT ALIA- SOCIETA AEREA ITALIANA S.P.A. ) 

) 

for an exemption pursuant to 49 U.S.C. § 40109 and ) 

transfer of foreign air carrier permit under ) 

49 U.S.C. § 41303 and related authorizations ) 

(EU- U.S. Open Skies) ) 

------------------------------------- ) 

JOINT APPLICATION FOR EXEMPTION AND 

TRANSFER OF FOREIGN AIR CARRIER PERMIT AND RELATED 

AUTHORIZATIONS AND MOTION FOR A SHORTENED ANSWER PERIOD 

Communications with respect to this document should be sent to: 

December 1, 2014 

Jonathon H. Foglia 

Richard D. Mathias 

David M. Enders bee 

Zuckert Scoutt & Rasenberger LLP 

888 17th Street, NW, Suite 700 

Washington, D.C. 20006-3309 

(202) 298-8660 (phone) 

(202) 342-0683 (fax) 

jhfoglia@zsrlaw. com 

rdmathias@zsrlaw.com 

dmendersbee@zsrlaw .com 

Counsel to ALIT ALIA- COMP AGNIA 

AEREA ITALIANA S.P.A and ALIT ALIA 

- SOCIETA AEREA ITALIANA S.P.A. 

NOTE: The Joint Applicants have requested a shortened answer date of December 8, 2014, 

and will poll the carrier representatives served with this Joint Application and notify the 

Department of the polling results. A copy of any answer to this Joint Application should be 

served on counsel for the Joint Applicants. 
BEFORE THE 

U.S. DEPARTMENT OF TRANSPORTATION 

WASHINGTON, D.C. 

Joint Application of ) 

) 

ALITALIA-COMPAGNIAAEREA ITALIANA S.P.A ) Docket DOT-OST-2014-__ _ 

) 

and ) 

) 

ALIT ALIA- SOCIETA AEREA ITALIANA S.P.A. ) 

) 

for an exemption pursuant to 49 U.S.C. § 40109 and ) 

transfer of foreign air carrier permit under ) 

49 U.S.C. § 41303 and related authorizations ) 

(EU- U.S. Open Skies) ) 

_____________________________________ ) 

JOINT APPLICATION FOR EXEMPTION AND 

TRANSFER OF FOREIGN AIR CARRIER PERMIT AND RELATED 

AUTHORIZATIONS AND MOTION FOR A SHORTENED ANSWER PERIOD 

Alitalia - Compagnia Aerea Italiana S.p.A. ("Alitalia") and Alitalia - Societa Aerea 

Italiana S.p.A. ("Alitalia Societa") (collectively, the "Joint Applicants"), hereby respectfully 

apply, under Subparts Band C of the Department's Rules of Practice in Proceedings (14 C.P.R. 

302.201 and 302.301 et seq.), Parts 211 and 212 of the Department's Economic Regulations, and 

the Department's streamlined licensing procedures 1 for (i) an exemption under 49 U.S.C. § 40109 

for Alitalia Societa to provide scheduled and charter foreign air transportation of persons, property 

and mail, (ii) the transfer andre-issuance of Alitalia's foreign air carrier permit under 49 U.S.C. § 

40103 from Alitalia to Alitalia Societa,2 and (iii) the transfer andre-issuance of Alitalia's codeshare statements of authorization to Alitalia Societa, each as more fully described herein. 

1 See Notice in Docket OST-2005-22228 (Aug. 23, 2005). 

2 With respect to the exemption and foreign air carrier permit transfer andre-issuance requests, the Joint Applicants 

have relied on the Department's Application Procedures for Foreign Air Carriers of the European Union, 

implementing the Procedures for the Reciprocal Recognition of Regulatory Determinations with Regard to Airline 

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The DOT authorities which are the subject of this Joint Application are requested in 

connection with a transaction implementation agreement (the "Transaction") between Alitalia and 

Etihad Airways P.J.S.C. ("Etihad Airways"), a foreign air carrier of the United Arab Emirates, 

previously announced on August 8, 2014. Under the terms of the Transaction, most of Alitalia's 

assets and liabilities related to Alitalia's air transport services will be transferred to Alitalia Societa 

through a contribution process under Italian law (ramo d'azienda), which effectively entails the 

continuation by Alitalia Societa of Alitalia' s business operations without interruption. 3 Concurrent 

with this transfer, Etihad Airways, either directly or through a wholly-owned subsidiary or its 

parent company, will (a) invest €387.5M for a 49% equity stake in Alitalia Societa, (b) invest a 

further €112.5M for a 75% equity stake in Alitalia Loyalty S.p.A. (which operates MilleMiglia, 

the Alitalia frequent flyer program), and (c) acquire five (5) Alitalia slot pairs at London Heathrow 

Airport ("LHR") in exchange for €60M, which will then be leased back to Alitalia Societa. Upon 

the closing of the Transaction, Alitalia, which is majority owned by EU Member State interests, 

shall ultimately hold a 51% controlling equity stake in Alitalia Societa. 

It is anticipated the Transaction will close on or about December 31, 2014, at which point, 

and as described above, Alitalia Societa will assume Alitalia'~ air transport services.4 Expressed 

another way, Alitalia Societa will, upon the closing of the Transaction, effectively succeed Alitalia 

with respect to the latter's air transport services, including, but not limited to, transatlantic 

Fitness and Citizenship as adopted by the U.S.-EU Joint Committee by exchange ofletters dated January 12, 2009 

(the "2009 U.S.-EU Procedures for Reciprocal Recognition"). 

3 The transfer will exclude Alitalia's ownership interest in Air One S.p.A. as well as certain retained liabilities and 

litigation matters. 

4 It is anticipated that the investment and equity stake in Alitalia Loyalty S.p.A. will be consummated in early 2015, 

and that the LHR slot transaction will be completed in early 2016. 

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operations between ltaly and Alitalia's U.S. gateway cities of Boston, Chicago, New York, Miami, 

and Los Angeles. 5 

The Joint Applicants hereby move for a shortened answer date of December 8, 2014, to 

facilitate expedited Department approval and to permit the Joint Applicants to proceed with the 

Transaction by the closing date, as discussed above. The Joint Applicants intend to poll the carrier 

representatives on the attached service list regarding the DOT authorities which are the subject of 

this Joint Application and the requested shortened answer period, and will notify the Department 

of the results as soon as such polling has been completed. 

Alitalia presently holds a foreign air carrier permit, issued by the Department under Order 

2010-1-15, authorizing Alitalia to engage in foreign air transportation to the full extent permitted 

under the U.S.-EU Air Transport Agreement, including: 

• Foreign scheduled and charter air transportation of persons, property, and mail 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; 

5 Alitalia's wholly-owned subsidiary C.A.I. First, S.p.A. ("C.A.I. First") holds an exemption under 49 U.S.C. § 

40109 to the extent necessary to display the DL* code of Delta Air Lines, Inc. on C.A.I. First flights within the 

EU. See Notice of Action Taken in Docket DOT-OST-2001-10417 (Apr. 10, 2013). Additionally, Alitalia's 

wholly-owned subsidiary CityLiner, S.p.A. ("CityLiner") holds an exemption under 49 U.S.C. § 40109 to the 

extent necessary to display the DL* code on CityLiner flights within the EU and between the EU and points in 

third countries. See Notice of Action Taken in Docket DOT-OST-2012-0038 (Apr. 9, 2014). C.A.I. First and 

CityLinerwill become wholly-owned subsidiaries of Alitalia Societa upon the closing of the Transaction, and will 

continue to utilize these exemptions to the extent necessary for the display of the DL * code on flights they operate. 

The conditions attached to the exemptions issued to C.A.I. First and CityLiner restrict any transfer of the subject 

authority without approval from the Department. To the extent that the Department determines that the Transaction 

constitutes a de facto transfer of the exemptions issued to each ofC.A.I. First and CityLiner, the Joint Applicants 

ask that the underlying exemptions issued to C.A.I. First and City Liner be permitted to continue in force and effect 

upon the closing of the Transaction, subject to the conditions attached thereto. Finally, by Notice of Action Taken 

on March 18, 2011 in Docket DOT -OST -2009-0023, the Department issued an exemption under 49 U.S. C. § 40109 

to C.A.I. Second, S.p.A. ("C.A.I. Second"), a wholly-owned subsidiary of Alitalia, to engage in foreign air 

transportation as authorized under the U.S.-EU Air Transport Agreement. By its terms, C.A.I. Second's exemption 

expired on March 18, 2013. If and to the extent that C.A.I. Second may conduct U.S. operations in the future, 

appropriate DOT authority will be sought in advance of such operations. As a consequence, no action is requested 

with respect to C.A.I. Second, which does not currently hold any effective DOT exemption authority. 

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• Foreign scheduled and charter air transportation of persons, property, and mail between 

any point or points in the United States and any point or points in any member of the 

European Common Aviation Area; 

• Foreign scheduled and charter cargo air transportation between any point or points in 

the United States and any other point or points; 

• Other charters pursuant to the prior approval requirements set forth in 14 C.F .R. Part 

212 of the Department's regulations; and 

• Transportation authorized by any additional route rights made available to European 

Community carriers in the future, subject to required pre-notifications to the 

Department. 

The Joint Applicants request that Alitalia's foreign air carrier permit be transferred andreissued to Alitalia Societa and that the requested exemption allow Alitalia Societa to engage in the 

air transport services authorized under Order 2010-1-15 pending the transfer andre-issuance of 

the foreign air carrier permit. The Joint Applicants ask that the exemption be valid for two years 

from its issuance date or until the effective date of the foreign air carrier permit transfer and reissuance, whichever occurs first. 

Alitalia also holds the following code-share statements of authorization: 

• Statement of authorization to display the AM* designator code of Aerovias de Mexico, 

S.A. de C.V. on flights operated by Alitalia between (1) Rome and New York, (2) 

Rome and Miami, and (3) Milan and New York. See Notice of Action Taken in 

Dockets OST-2002-12482 and OST-2002-12896 (Jan. 14, 2009). 

• Blanket statement of authorization to display the AF* designator code of Societe Air 

France, S.A. on transatlantic flights operated by Alitalia. See Notice of Action Taken 

in Docket OST-2002-13958 (Jan. 9, 2009). 

• Blanket statement of authorization to display the DL * code of Delta Air Lines, Inc. on 

flights operated by Alitalia between (1) any point or points in Italy and any point or 

points in the United States (either nonstop or via intermediate points), (2) any points in 

Italy, and (3) between any point or points in Italy or the United States and any point or 

points in any third country. See Notice of Action Taken in Docket OST-2001-10417 

(Jan. 12, 2009). 

The Joint Applicants request that these code-share statements of authorization previously 

issued to Alitalia under 14 C.F.R. Part 212 be transferred and re-issued to Alitalia Societa, for an 

-4-
indefinite duration. 6 In this regard, Alitalia Societa will conduct its code-sharing operations in 

compliance with Part 257 of the Department's economic regulations and will accept the 

Department's standard conditions ordinarily imposed on code-sharing arrangements such as those 

at issue here. Given the anticipated date by when Alitalia Societa will commence operations, the 

Joint Applicants ask for a waiver from the requirement under 14 C.F.R. § 212.10(d)(2) that 

requests for statements of authorization be filed at least 45 days in advance of the first proposed 

flight. 

As required under Article 4 of the U.S.-EU Air Transport Agreement, upon the closing of 

the Transaction, substantial ownership and effective control of Alitalia Societa shall be vested in 

EU interests and Alitalia Societa shall be licensed as a Community airline with its principal place 

of business in the territory of the European Community. In this regard, at closing: (i) Alitalia, 

which will continue to be majority owned by EU interests, shall hold a 51% equity stake in Alitalia 

Societa through a newly formed subsidiary, MidCo S.r.l. ("MidCo"); (ii) the majority of Alitalia 

Societa's board of directors, including the chairman, shall be EU nationals appointed by 

Alitalia/MidCo; and (iii) the majority of Alitalia Societa's officers and key management personnel, 

including in particular its chief executive officer ("CEO;'), shall be EU nationals.7 

6 The code-sharing partners identified above also hold statements of authorization to display the AZ* code, issued 

in the same notices of action which authorized Alitalia to display the partners' codes. The Joint Applicants 

understand that, consistent with Department precedent, the underlying statements of authorization may be re-issued 

in their entirety. See Order 2011-1-3 (Jan. 6, 2011), at Appendix B (re-issuing statements of authorization 

previously granted to Iberia Lineas Aereas de Espana, S.A. ("Old Iberia") and each of American Airlines, Inc. and 

British Airways PLC, in connection with transfer of foreign air carrier permit and code-sharing authorities from 

Old Iberia to Iberia Lineas Aereas de Espafia Sociedad An6nima Operadora). The Joint Applicants hereby 

incorporate by reference all notices of additional code-sharing previously filed in the above-referenced dockets. 

7 In this regard, it is anticipated that, in addition to the CEO, each of Alitalia Societa's directors/supervisors of flight 

safety, flight operations, maintenance, crew training, ground operations, quality and security, as well as its chief 

pilot, shall be EU nationals upon the closing of the Transaction. 

-5-
EU regulations require that Alitalia Societa, among other things, remain majority owned 

and effectively controlled by a Member State or nationals of a Member State. See Regulation (EC) 

No. 1008/2008 of the European Parliament and of the Council. The Transaction has been closely 

reviewed under the requirements of Regulation (EC) No. 1008/2008 by Ente Nazionale per 

l'Aviazione Civile ("ENAC"), the Italian civil aviation authority. Based on this. review, ENAC 

concluded on November 19, 2014 that Alitalia Societa will be majority owned and effectively 

controlled by EU interests upon the closing of the Transaction. Additionally, the Transaction has 

been carefully scrutinized by the European Commission under the EU Merger Regulation, with 

approval granted on November 14, 2014, subject to certain conditions.8 

Under Article 4 of the U.S.-EU Air Transport Agreement, the United States "shall grant 

appropriate authorizations and permissions" upon receipt of an application from an airline of a 

Member State "with minimum procedural delay," provided "substantial ownership and effective 

control of that airlines is vested in a Member State ... or nationals of such a state." As set forth 

in the 2009 U.S.-EU Procedures for Reciprocal Recognition, each Party, upon receipt of such an 

application, including the one at issue here, should "recognise any fitness and/or citizenship 

determination made by the aeronautical authorities of the [other] Party with respect to that air 

carrier as if such determination had been made by its own aeronautical authorities," and, as a 

general principle, "not inquire further into [ ] such matters." ld. at Section 3. As here relevant, 

ENAC has carefully reviewed the Transaction under Regulation (EC) No. 1008/2008 and 

concluded that Alitalia Societa will be majority owned and effectively controlled by EU interests 

8 These conditions include: (i) the release of slots to facilitate new entrant competition on the Rome-Belgrade route; 

and (ii) a commitment to offer a special prorate agreement, a fare combinability agreement, an interline agreement 

and frequent flyer program access to one or more new entrants on the route, to render such entry more likely. A 

copy ofthe European Commission's press release announcing the approval of the Transaction under the EU Merger 

Regulation is available at http:/ /europa.eu/rapid/press-release IP-14-1766 en.htrn. 

-6-
upon the closing of the Transaction-a citizenship determination that is in accordance with Article 

4 of the EU-U.S. Air Transport Agreement and which should be accepted as such by the 

Department under the 2009 U.S.-ED Procedures for Reciprocal Recognition. 

The Transaction will allow Alitalia Societa to stabilize and strengthen its balance sheet, 

invest in a much needed long-haul aircraft fleet expansion, and revitalize the "Alitalia" brand. The 

Transaction also will provide enhanced career opportunities for Alitalia employees, and will ensure 

that Italy retains the benefits of a viable and sustainable national flag carrier well into the future, 

majority-owned by and under the continued effective control of Member State interests. 

In accordance with 14 C.P.R. Part 211 and the Department's Application Procedures for 

Foreign Air Carriers of the European Union, the Joint Applicants state as follows: 

1. The full name and address of the exemption applicant and foreign air carrier permit 

transferee is Alitalia Societa Aerea Italiana S.p.A., with a principal place of business at via A. 

Nassetti, s.n.c., Pal. NHQ, Fiumicino, Italy, organized under the laws of the Republic ofltaly.9 

2. The homeland government air transport authority with jurisdiction over Alitalia 

Societa is the Ente Nazionale per 1' Aviazione Civile ("ENAC"), the Italian Civil Aviation 

Authority, with an address at Viale Castro Pretorio, 118 - 00185- Rome, Italy. 

3. Alitalia Societa will hold all necessary homeland operating authority to engage in 

the international air transport services which are the subject of this Joint Application. In this 

regard, ENAC has confirmed that the Air Operator Certificate ("AOC") and related operating 

license presently held by Alitalia will be transferred and re-issued to Alitalia Societa by amending 

the name of the carrier set forth on these authorizations, after all necessary ENAC procedures have 

9 Alitalia Societa was organized under Italian law on September 24, 2014 as a Societa a Responsabilita Limitata 

(S.r.L.). On or about December 3, 2014, Alitalia Societa will be converted from an S.r.L. into a Societa per Azioni 

(S.p.A.). The corporate form for both an S.r.L. and an S.p.A. is effectively that of a limited liability company 

under Italian law. 

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been successfully completed, with the underlying authority effective upon the closing of the 

Transaction. Once this ENAC process - which already is underway- has been completed, 

documentary evidence of Alitalia Societa' s homeland operating authority will be filed in the 

docket established for this Joint Application. 10 

4. Alitalia Societa's insurance coverage will meet or exceed the liability limits of 14 

C.P.R. Part 205. The underlying policy will be issued by Generali Italia Sp.A. A completed OST 

Form 6411, Foreign Air Carriers - Certificate of Insurance, will be separately filed with the 

Department shortly. 

5. A completed OST Form 4523, documenting Alitalia Societa's waiver of liability 

limitations under the Warsaw Convention will provided separately and filed in Docket OST-1995-

236. 

6. Alitalia Societa shall adopt Alitalia's Family Assistance Plan previously submitted 

to the Department and National Transportation Safety Board (the "Board"). A letter to this effect 

shall be filed in Docket OST -1996-1960 and transmitted to the Board. 

7. Alitalia Societa shall adopt Alitalia's Passenger Manifest Collection Procedures as 

required under 14 C.P.R. Part 243. A letter to this effect shall be filed in Docket OST-1998-3305. 

8. Grant of the authorities sought herein will not result in a near term increase in fuel 

consumption of ten million gallons or more, and thus shall not constitute a "major regulatory 

action" under the Energy Policy and Conservation Act of 1975, as defined in 14 C.P.R.§ 313(a)(l). 

9. The Joint Applicants request that Alitalia Societa's foreign air carrier permit be 

issued for an indefinite period. Alitalia Societa is willing to accept all terms, conditions and 

limitations typically attached to such foreign air carrier permits. 

10 The Joint Applicants have no objection to the effectiveness of the requested Alitalia Societa exemption authority 

being conditioned on the issuance by Italian authorities of Alitalia Societa's AOC and operating license. 

-8-
10. A copy of the required verification statement is attached hereto as Exhibit A. 

The Alitalia brand has been in continuous operation since 1946 and has linked the United 

States to points in Italy and beyond for approximately 45 years. Alitalia presently serves 

approximately 70 airports throughout the world with a fleet of more than 100 aircraft, and carried 

more than 24 million passengers in 2013. The authorities requested herein will provide for the 

seamless transition of transatlantic air transport services from Alitalia to Alitalia Societa, ensuring 

the continuation of consumer benefits, competition and online service options for travelers and 

shippers in the U.S.-ED market. The requested exemption and transfer andre-issuance of the 

code-share statements of authorization and foreign air carrier permit are in the public interest. 

-9-
WHEREFORE, based on the foregoing, the Joint Applicants respectfully request that the 

Department (i} expeditiously grant the requested exemption and code-share statements of 

authorization and approve the foreign air carrier permit transfer andre-issuance, each as described 

herein, and (ii) shorten the answer period to December 8, 2014. The Joint Applicants further 

request such other or additional relief as the Department considers consistent with this Joint 

Application and the public interest. 

December 1, 2014 

-10-

Respectfully submitted, 

David M. Enders bee 

Zuckert Scoutt & Rasenberger LLP 

888 17th Street, NW, Suite 700 

Washington, D.C. 20006-3309 

(202) 298-8660 (phone) 

(202) 342-0683 (fax) 

jhfoglia@zsrlaw.com 

rdtnathias@zsrlaw .com 

dmendersbee@zsrlaw .co1n 

Counsel to ALIT ALIA- COMPAGNIA 

AEREA ITALIAN A S.P .A and ALIT ALIA 

- SOCIETA AEREA ITALIANA S.P.A. 
CERTIFICATE OF SERVICE 

I hereby certify that on this, the 1st day of December 2014, a copy of the foregoing Joint 

Application was served via electronic mail on the parties indicated below: 

rsilverberg@sgbdc.com (Counsel for ABX Air) 

jjohnson@sgbdc.com (Counsel for ABX Air) 

chuck.hill@airtransport. cc 

francis.heil@aa.com 

howard.kass@aa.com 

robert. wirick@aa.cotn 

jrichardson@johnlrichardson.com (Counsel for Amerijet International) 

j canny@amerii et.com 

rpommer@atlasair.com 

john@mietuslaw.com (Counsel for Centurion Air Cargo) 

sascha. vanderbellen@delta.com 

sam etta. c. barnett@delta. com 

sllunsford@fedex.com 

sharon.pasley@fedex.com 

gbleopard@fedex.com 

charles.donley@sguirepb.com (Counsel for Florida West International Airways) 

matwood@cozen.com (Counsel for Kalitta Air) 

kevin.montgomery@polaraircargo.com 

peter. beckett@polaraircargo.con1 

agoerlich@ggh-airlaw.cotn (Counsel for Southern Air) 

dan. weiss@united.com 

gmurphy@crowell.com (Counsel for United Airlines) 

sseiden@crowell.com (Counsel for United Airlines) 

anita.mosner@hklaw.con1 (Counsel for United Parcel Service) 

jennifer.nowak@hklaw.com (Counsel for United Parcel Service) 

robert.finamore@dot. gov 

jeffrey. gaynes@dot. gov 

paul. gretch@dot. gov 

brian.hedberg@dot. gov 

peter .irvine@dot. gov 

benj mnin. taylor@dot. gov 

j ohn.s.duncan@faa. gov 

englets@state.gov 

info@airlineinfo.com 

-11-

P,/M 

I {/ 

Jonathon H. Foglia 
EXHIBIT A 

VERIFICATION STATEMENT 
VERIFICATION 

Pursuant to Title 18 United States Code Section 1001, I, Giancarlo Schisano, in my individual 

capacity and as the authorized representative of the pleader, have not in any manner knowingly 

and willfully falsified, concealed or failed to disclose any material fact or made any false, 

fictitious, or fraudulent statement or knowingly used any documents which contain such 

statements in connection with the preparation, filing or prosecution of the pleading. I understand 

that an individual who is found to have violated the provisions of Title 18 United States Code 

Section 1001 shall be fined or imprisoned not more than five years, or both. 

,0 

Signed 

Sole Administrator 

Alitalia- Societa Aerea Italiana S.r.L. 

December 1, 2014