### BEFORE THE

DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

Application of ) 

### )

COMPASS AIRLINES

, LLC ) ) Docket No. OST

- 201 4

- 0178

f or a mend ment of authority of the )

Certificate of Public C onvenience and )

N ecessity issued under 49 U.S.C. )

41102 to e ngage in air transportation ) 

### )

SUPPLEMENT NO. 2 TO

APPLICATION OF COMPASS AIRLINES

, LLC

FOR AMENDED AUTHORITY

Communication with respect to this document should be addressed to:

David J.A. Hayes III, Esq. Lisa A. Harig

Vice President & General Counsel McBreen & Kopko Trans States Holdings, Inc. 1501 Lee Highway, Suite 180

11495 Navaid Road Arlington, Virginia 22209 Bridgeton, Missouri 63044 (703) 247

- 5487 LHarig@mklawdc.com

Counsel for Compass Airlines, LLC

Dated: January 27 , 2015

### 2 BEFORE THE

DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

Application of ) 

### )

COMPASS AIRLINES, LLC ) ) Docket No. OST

- 201 4

- 0178
for amendment of authority of the )

Certificate of Public Convenience and ) Necessity issued under 49 U.S.C. ) 41102 to engage in air transportation ) 

### )

Dated: January 2 7 , 2015

SUPPLEMENT NO. 2 TO

APPLICATION OF COMPASS AIRLINES LLC

FOR AMENDED AUTHORITY

Compass Airlines

, LLC (“ Compass ”) hereby files this Supplement No. 2 to its

Application for amendment of authority of its Certificate of Public Convenience and Necessity

.

Compass is submitting the following attached exhibit s pursuant to the Department’s letter dated

January 20 , 2015 which requested the following supplemental information :

• Revised E xhibit 2 (Redacted)

– Projected Statement of Operations for 12

- months ending September 30, 2014 and 2015 ; and

• Exhibit 5

– Income Statement for 12

- months ended September 30, 2012 and

2013

.

Compass also confirms that i t does not have a Board of Directors governing its

operations; rather, the company continues to be led by two managing members, Richard Leach

and Gerald W igmore, both U.S. citizens. Additionally, Brian Randow, a U.S. citizen , serve s as

Compass’ Chief Operating Officer . Mr. Randow ’ s resume is attached as Exhibit 6.

### 3 Respectfully Submitted,

Lisa A. Harig

Counsel for Compass Airlines, LLC

### 4 CERTIFICATE OF SERVICE

I hereby certify that a copy of the foregoing document was served this 2 7 th 

### day of January, 2015 via electronic mail to the parties listed below:

Laura Remo laura.remo@dot.gov Vanessa Balgobin vanessa.balgobin@dot.gov

__________________________ Lisa A. HarigUNAUDITED 9/26/2014

COMPASS AIRLINES, LLC **(A Wholly Owned Subsidiary of Trans States Holdings)**

**Projected Statement of Operaitons**

**Statement of Operations**

**Twelve months ending September 30, 2014**

**(000's)**

**Operating revenues: Passenger**  **$ 143,571** 
**Other 154** 

**Total operating revenues 143,725** 

**Operating expenses: Wages and benefits**  **65,455**
**Aircraft fuel 728**  **Aircraft / engine rent 435**  **Maintenance and repair 38,126** 
**Insurance and taxes 8,253**  **Depreciation 1,690** 
**Other 24,135** 

**Total operating expenses 138,822** 

**Operating profit 4,903** 

**Non-operating income (expense):**
**Interest income 14** 
**Other income 2,399** 

**Total non-operating income (expenses) 2,413** 

**Net income 7,316** UNAUDITED 9/26/2014

COMPASS AIRLINES, LLC (A Wholly Owned Subsidiary of Trans States Holdings)

Projected Statement of Operaitons

Statement of Operations

Twelve months ending September 30, 2015

NO GROWTH GROWTH

Current 42 A/C 42 + 20 A/C (000's) (000's)

Operating revenues: Passenger $ $

Other

Total operating revenues

Operating expenses: Wages and benefits 68,073 74,903
Aircraft fuel 750 838 Aircraft / engine rent 448 501 Maintenance and repair 40,033 44,863
Insurance and taxes 8,583 9,995 Depreciation 1,741 1,844
Other 25,100 26,766

Total operating expenses 144,728 159,710

Operating profit

Non-operating income (expense):
Interest income
Other income

Total non-operating income (expenses)

Net income

## COMPASS AIRLINES, LLC

(A Wholly Owned Subsidiary of Trans States Holdings, Inc.)



## STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

PASSENGER REVENUES

OPERATING EXPENSES



### Wages and benefits

Fuel Repairs and maintenance

Insurance and taxes Depreciation and amortization

Other

INCOME FROM OPERATIONS

OTHER INCOME (EXPENSE)

NET INCOME

OTHER COMPREHENSIVE INCOME



### Actuarial loss on post retirement benefit obligation

COMPREHENSIVE INCOME Years Ended September 30,

2013 2012

$134,310,234 $134,794,001

57,697,963 53,070,240

752,238 623,109
37,403,112 43,405,332

7,838,739 7,537,844

1,687,831 1,865,509

20,102,835 19,460,325

125,482,718 125,962,359

8,827,516

33,672

8,861,188 8,831,642

(174,569)

8,657,073

(432,090)

$8,861,188 $8,224,983



### See accompanying notes to financial statements. Page 401/26/2015



# Brian M

. 

# Randow

Industry Leading Operations Executive

Progressive and performance

- oriented with strong business and financial acumen.

Excels in directing safe, reliable, efficient, and cost-effective development/operational initiatives

.
Trusted business partner recognized for building consensus and cross functional collaboration with key internal and

external stakeholders

. Comfortable functioning as a catalyst for the introduction of best practices, approaches, processes, and systems designed to meet and exceed aggressive performance targets.

Passionate, consultative, visible, and hands-on management style. Expert in selecting the right people for the right position while establishing clear authority and career paths

. Acknowledged for integrity, ethics, and sound judgment.

 Continuous Operational Improvement

 Safety Management

 Project Management Oversight

 Team/Leadership Development

 Human and Labor Relations Strategies  Strategic Business Planning

 Financial Planning, Analysis, Reporting

 Best Practice Mergers and Alignment

 Change Management

 Contract Administration

Key Contributions

Compass Airlines, 2014

– Spearheaded 3 year high profile implementation process of a Safety Management System (SMS) designed to predict and proactively manage risk/safety factors becoming the 8 th U.S. Airline to completely deploy a full program.

Mesaba Airlines, 2006

– Requested by Pr esident to guide all facets of both the legal process and the reorganization
of work agreements/union negotiations for four labor groups throughout bankruptcy restructuring. Led exit of
bankruptcy and ensured company survival; generated combined labor savings of 16% and salary reductions of 7%.

Professional Experience

COMPASS AIRLINES │ Minneapolis, MN 2009

– Present MSP based regional airline serving 60 cities in the U.S. Canada, and Mexico with 1,200+ employees.

Vice President, Chief Operating Officer (COO) 2011

– Present

Selected to lead all operating departments including Flight, Ground, Maintenance Operations

, Quality/Audit, and Safety

. Oversee support areas including Materials/Purchasing, Financial Planning and Analysis and all aspects of daily operations: business planning, reporting and analysis. Lead 5 Directors, 5 General Managers and 1 ,2 00 employees with operational bases in 4 major locations (MN, MI, KY, and Los Angeles, CA).

 Increased Controllable Completion Factor (CCF) by 1⁄2 a percentage point within 3 years - translating into 360 more completed flights (significant) a year while enhancing customer satisfaction by 11%, earning distinguished honor as a top tier airline and the number one ranked regional airline in the U.S.

 Led negotiation and closure of 2 labor agreements. 2013: Closed first Compass Flight Attendant Agreement

w/ no work disruptio n or stoppage contributing net 1% increase to the bottom line. 2014: Closed the second Pilot Work Agreement w/no disruption or work stoppage. Both were closed w/minimal increases in cost and significant improvements in employee efficiency.

 Continued leadership of build out for scalable, industry leading operations center to ultimately oversee 60+ cities/locations in the U.S., Canada, and Mexico. Center designed to react quickly to change while maximizing employee work flow and daily operations with minimal staff/cost via efficient process flows and technology.01/26/2015

Brian M. Randow | Page 2

Vice President, Chief Operating Officer (COO)

– COMPASS AIRLINES continued

 Guided best practice mergers as new entity with other companies in the TSH Holdings Family since 2010 including Finance, Ground Operations, Planning/Staffing, and currently the Maintenance Department. Sought sound solutions and processes for all involved.

 Spearheaded reduction of Inflight Department employee injuries from 44 to 4 annually. Assembled cross functional team to review issues, developed process for sustainable education and communication plans.

Director System Operations Control (SOC), Crew Resources and Ground Operations 2009

– 2011

Recruited to relocate Operations Center from Chantilly, VA to MSP and provide essential leadership, planning, development and management of system operations control including crew planning and scheduling. Primary member of leadership tasked with promoting cross divisional safety, reliability, and efficiency.

 Designed 5 month plan to coordinate relocation of SOC to MSP taking into account operations, people, and resources. Achieved the goal of moving entire SOC overnight on October 1, 2009 with zero interruption to the flight schedule and customer expectations. Hired and trained 80% new staff fo r this substantial initiative.

 Generated savings of $1.4M annually in reduced headcount through staffing/productivity management of 400 Pilots and 400 Flight Attendants. Analyzed staffing and reduced overall headcount by 6%; managed absences more efficiently. Improved employee productivity by 3%; instituted enhanced staffing practices.

 Developed first generation operation analysis department to define and utilize business metrics and set realistic objectives. Moving forward, each department was evaluated based on true performance and challenged to demonstrate meaningful YOY improvement based on goal setting.

Early Career

DELTA/NORTHWEST AIRLINES │ Minneapolis, MN 2007

– 2009 Domestic and international network serving 6 continents operating 5,000+ flights daily with ~ 80,000 employees.

Director, Crew Training Resource/ Customer Support Management

Led Crew Training Scheduling Call Center operations including training center resource inventory of 16 full flight simulators/16 fixed training devices, emergency equipment and classrooms. Oversight of pilot, flight attendant, and vendor training including 24 IAM contract employees and 3 Managers.

 Transformed $10M asset utilized 65% of the time into 3 rd party split revenue contract with Alteon/Boeing; elevated asset usage to 88%, generated previously non-existent external revenue.

MESABA AIRLINES │ Eagan, MN 1996

– 2007 This regional carrier ceased operations in 2012. All aircraft and personnel were transitioned to Pinnacle Airlines at that time.

Director of Labor Relations (Special Assignment) 2 006

– 2007

 Directed Labor Relations department through U.S. Federal Bankruptcy process w/focus on part 1113c of bankruptcy code. Led teams that negotiated 3 new contracts ; delivered annual payroll savings of 15.8%.

Director of Systems Operations Control & Crew Resources 2004

– 2006

 Special project group lead involved in assessing business growth opportunities. Achieved awards of 15 CRJ200 aircraft in 2005 and a second growth award in January 2007 of 36 CRJ-900 Aircraft.

Director of Crew Resource & Contract Administration 2001

– 2004

 Negotiated labor/union solutions, implemented reciprocal negotiation strategies, managed labor relations in routine and emergency scenarios. This leadership contributed to 2006 labor relations special assignment.

Manager of Crew Planning 1999

– 2000 Multiple Promotions: Crew Planning/Crew Scheduling/Customer Service Agent 1996

– 1999

Education

Bachelor of Arts │ METROPOLITAN STATE UNIVERSITY

– Saint Paul, MN 1996

A.A.S. and A.A. │ INVER HILLS COMMUNITY COLLEGE

– Inver Grove Heights, MN 1993