Alitalia, Czech, Delta, KLM, Northwest, Air France (SkyTeam)

OST-2007-28644

February 6, 2008

Re: Notice of Ex-Parte Communication

On January 29, 2008, I met for the first time with Leo van Wijk, Vice Chairman of Air France-KLM, and we discussed generally the status of his air carrier and the state of the international airline industry. During the meeting, he brought up the application of Delta Air Lines, Northwest Airlines, Air France, KLM, Alitalia, and Czech Airlines for antitrust immunity (Docket OST-2007-28644) for foreign air transportation. Mr. van Wijk indicated the importance of application to his carrier and its alliance.

I noted to Mr. van Wijk, as did Under Secretary Jeff Shane and General Counsel D.J. Gribbin, that the Department's rules prohibited me from discussing the merits of the case.

By: Mary Peters

OST-2007-28644 - Approval of and Antitrust Immunity for Alliance Agreements

February 6, 2008

Ex-Parte Letter with Sen. Norm Coleman

On January 11, 2008, I spoke to Senator Norm Coleman regarding the application of Delta Air Lines, Northwest Airlines, Air France, KLM, Alitalia, and Czech Airlines for antitrust immunity (Docket OST-2007-28644) for foreign air transportation. Senator Coleman expressed his support for the application and asked that there be no delay in its processing. I informed him that the matter will continue to be handled appropriately and with due attention.

By: Michael Reynolds

OST-2007-28644 - Approval of and Antitrust Immunity for Alliance Agreements

Issued and Served April 9, 2008

Order to Show Cause - Bookmarked

By this Order, the Department proposes to grant Air France, Alitalia, Czech, Delta, KLM, and Northwest authority to operate an immunized alliance in transatlantic markets. The proposed alliance features, at its core, an integrated joint venture that seeks to align the economic incentives of the joint venture participants to increase output and service options, as well as provide fare benefits. We tentatively find that the proposed alliance is consistent with the public interest, will produce public benefits, and will not substantially reduce competition. Accordingly, we tentatively approve the proposed alliance and grant it antitrust immunity.

We also tentatively find that the grant of antitrust immunity should be subject to conditions. In addition to standard conditions, such as the obligation to submit origin and destination survey data, we are proposing several special conditions designed to preserve competition and ensure the realization of public benefits. First, we clarify that the Joint Applicants will at all times remain subject to the antitrust laws for purely domestic air transportation and international air transportation that is beyond the scope of the Alliance Agreements. Second, pending full implementation of the joint venture, we propose to preserve limited “carve outs” of the Atlanta-Paris CDG and Cincinnati-Paris CDG markets to prohibit the coordination of fares for timesensitive travelers. Third, we propose to require the Joint Applicants to fully implement the joint venture within 18 months, as planned, in order for the antitrust immunity to remain effective.

By: Michael Reynolds

April 15, 2008

Confidentiality Affidavits of Interactive Travel Services Association Representatives - James V. Dick | Edward W. Sauer | Constance O'Keefe | Marshall Sinick

OST-2007-28644 - Approval of and Antitrust Immunity for Alliance Agreements

April 23, 2008

Comments of Joint Applicants to Show Cause Order 2008-4-17 - Bookmarked

The Joint Applicants strongly urge the Department to finalize the Order without delay. The statute requires the Department to issue a "final decision" by no later than six months after the application is submitted. 49 U.S.C. 41710. And, it is vital that the Department issue the Final Order prior to the opening of second stage negotiations next month, and thereby fulfill the U.S. Government's commitment to the EU to "provide fair and expeditious consideration" of applications for antitrust immunity of commercial cooperation agreements "including revised agreements" such as the Alliance Agreements at issue here.

Counsel: Hogan & Hartson, Robert Cohn, 202-637-4999, recohn@hhlaw.com for Delta, Air France, KLM and Northwest / Zuckert Scoutt, Richard Mathias, 202-298-8660 for Alitalia / Sher & Blackwell, Allan Mendelsohn, 202-463-2508 for Czech Airlines

OST-2007-28644

April 23, 2008

Re: Objections of the American Society of Travel Agents - Bookmarked

ASTA submits that the prudent approach is to defer any consideration of immunity in this proceeding pending the results of the joint U.S.-EC study of competitive conditions in transatlantic markets and the outcome of proposed Delta/Northwest merger, both of which will permit the Department to proceed on a reasoned basis instead of an unsupported assumption that is little more than a guess. At a minimum, the Department should not extend the grant of immunity to “programs designed to coordinate and reach agreements in the areas of … travel agent programs” and “travel agent …compensation” or to the collective “presentation and sale of the alliance members’ own airline services in the CRSs,” as it now proposes to do. Such an extension is not justified by any evidence in the record of this proceeding, by the applicable statutes, or by the Department’s prior immunity decisions.

Counsel: ASTA, Paul Ruden

OST-2007-28644

April 25, 2008

Re: Notice of Cessation of Continuing Interest of Interactive Travel Services Association

This is to advise the Department and other interested persons that neither Interactive Travel Services Association nor Squire Sanders & Dempsey, L.L.P. has any continuing interest in the above-referenced proceeding. We also acknowledge and accept our obligations not to disclose any information we obtained which may be deemed to be confidential.

Counsel: Squire Sanders, Marshall Sinick, 202-626-6651, msinick@ssd.com

OST-2007-28644

May 2, 2008

Reply of Joint Applicants to Objections of ASTA

ASTA's request that the Department delay finalizing the Order pending the results of the EU-DOT alliance study and the Department of Justice's review of the proposed Delta‑Northwest merger is a meritless delay tactic. The Department's decision was based on a specific and careful review of the proposed Alliance Agreements and a record containing thousands of pages of the Joint Applicants' confidential business documents relating to this alliance and its impact on transatlantic competition. The U.S.‑EU study is a generalized study of all alliances, and is unnecessary to complete the record in this case. In addition, the Department has a statutory obligation to issue a timely final order.

The proposed Delta‑Northwest merger has no bearing on the merits of this transatlantic immunity case and provides no basis for deferral. The U.S. ‑EU open skies agreement is now in effect. Air France‑KLM and their U.S. partners have an immediate need and bilateral expectation to begin to implement the benefits of their immunized alliance. Contrary to ASTA's unfounded claim, finalizing the Order could not in any way "prejudge", "complicate" or "distort" the Justice Department's analysis of the merger. The Department of Justice did not file comments in this proceeding and had previously concluded that the grant of immunity to the Joint Applicants would not significantly reduce transatlantic competition. ASTA's pretexts concerning the proposed merger do not present legitimate reasons to delay the issuance of a Final Order

Counsel: Hogan & Hartson, Robert Cohn, 202-637-4999, recohn@hhlaw.com for Delta, Air France, KLM and Northwest / Zuckert Scoutt, Richard Mathias, 202-298-8660 for Alitalia / Sher & Blackwell, Allan Mendelsohn, 202-463-2508 for Czech Airlines

May 2, 2008

Motion for Leave to File Late

The basis for this request is that counsel for ASTA attempted to file the Objections on the due date, April 23, 2008, through the filing system at www.regulations.gov and believed that the filing had been accomplished. In fact, because counsel’s computer screen did not display a “Send a Comment or Submission” button in conjunction with the listing of the Show Cause Order, the attempt to file was made twice, the second time after consultation with a DOT staff person who explained that the filing would be accepted as long as it was attached to any document already filed in the docket that showed the “Send a Comment or Submission” button. In each of the two cases the message was received that the upload of the document was successful and counsel believed at that point that two successful filings of the paper had been achieved. In reality, there was another page in the regulations.gov website on which a further submit step was required to actually accomplish the filing. The document was served on parties to the docket by e-mail the next day, arriving faster than it would have if first-class mail service had been used.

Counsel learned from another attorney on April 30 that the filing did not appear on www.regulations.gov. Since documents are often “posted” after they are filed, counsel first thought the filing was simply “in process,” but phone inquiries to the Help section at Regulations.gov indicated otherwise. Counsel immediately filed the document with the aid of the Help person and it now appears in Docket OST-2007-28644 as filed on April 30 and posted on May 1.

We emphasize three things. First, good faith attempts were made to timely file the document. Second, counsel reasonably believed the filing had been accomplished. And, third, and most important, no prejudice to any party can have arisen from the late filing, because the document was delivered electronically to the parties at 10:10 am the day after the filing attempt.

Counsel: ASTA, Paul Ruden

OST-2007-28644 - Approval of and Antitrust Immunity for Alliance Agreements

June 27, 2008

Re: Ex-Parte Letter to Boston City Councilman Mark Ciommo

By: Michael Reynolds