UNITED STATES OF AMERICA

DEPARTMENT OF TRANSPORTATION

OFFICE OF THE SECRETARY

WASHINGTON, D.C.

Joint Application of 

Alitalia-Linee Aeree Italiane-S.p.A., 

Czech Airlines, Delta Air Lines, Inc., 

KLM Royal Dutch Airlines, 

Northwest Airlines, Inc, and 

Société Air France

for Approval of and Antitrust Immunity for Alliance Agreements under 49
U.S.C. §§ 41308 and 41309



Docket OST-2004-19214





Joint Application of 

Delta Air Lines, Inc., 

KLM Royal Dutch Airlines,

Northwest Airlines, Inc., Society Air France, 

Alitalia-Linee Aeree Italiane-S.p.A., and 

Czech Airlines 

for Statements of Authorization under 14 C.F.R. Part 212 (blanket
codesharing) 



Docket OST-2004-19215



NOTICE PROVIDING ACCESS TO DOCUMENTS

ORDER CONSOLIDATING PROCEEDINGS

Summary

By this order, we consolidate into Docket OST-2004-19214 the joint
application for blanket codesharing (Docket OST-2004-19215) filed by the
Joint Applicants.  We also suspend the answer date in Docket
OST-2004-19215, pending our determination that the record is complete. 
By this notice, we grant immediate interim access to all documents filed
in Docket OST-2004-19214 covered by the Rule 12 Motion to counsel and
outside experts for interested parties who file appropriate affidavits
with the Department in advance.  When we have determined that the record
of this case is complete, we will announce an appropriate procedural
schedule.  We shall serve this notice on all persons on the service list
for this docket.  

Docket OST-2004-19214

On September 24, 2004, Alitalia-Linee Aeree Italiane-S.p.A.
(“Alitalia”), Czech Airlines (“CSA”), Delta Air Lines, Inc.
(“Delta”), KLM Royal Dutch Airlines (“KLM”), Northwest Airlines,
Inc. (“Northwest”), and Société Air France (“Air France”), and
their majority-owned corporate affiliates, filed a joint application
requesting approval of and antitrust immunity for (1) bilateral alliance
cooperation agreements between KLM and Delta, and between Northwest and
each of the Sky Team ATI Carriers; (2) a multilateral alliance
coordination agreement among the Joint Applicants; and (3) existing and
future agreements between and among the Joint Applicants concerning the
activities contemplated by or in furtherance of the cooperation and
coordination agreements, such as implementing agreements and other
transactions undertaken by the Joint Applicants pursuant to the
cooperation and coordination agreements (collectively, the “Alliance
Agreements”).

To date, five of the six Joint Applicants filed individual Motions under
14 C.F.R. 302.12 (Rule 12) of our regulations seeking confidential
treatment for supporting documents and information filed by them in
Docket OST-2004-19214.  Alitalia, Delta, KLM, and Northwest filed
Motions on September 27, 2004.  Air France filed a Motion on September
28, 2004.

In sum, five of the Joint Applicants (Alitalia, Delta, KLM, Northwest,
and Air France) state that the material filed in Docket OST-2004-19214
under the Motion is proprietary, commercially sensitive, and
confidential in nature which qualifies for being withheld from public
disclosure.  In their Motions, these five Joint Applicants specified the
submitted materials that they state should receive confidential
treatment.  KLM stated that its request for confidential treatment
extended to various agreements (to which KLM is a party) that will be
submitted by Air France and Northwest.  Each of these five Joint
Applicants has asked that access to this material be limited to counsel
and outside experts for interested parties.

In order to afford interested parties prompt access to the documents
under conditions agreed to by the applicants and imposed by the
Department under similar recent circumstances, we will grant immediate
interim access to all documents filed in Docket OST-2004-19214 covered
by the Rule 12 Motions filed by the five Joint Applicants to counsel and
outside experts for interested parties who file appropriate affidavits
with the Department in advance.  Moreover, consistent with earlier
determinations, at the Dockets facility, parties will be permitted to
make copies of the exhibits for use by persons who have filed
confidentiality affidavits.  We also find it appropriate to grant
interim access to any subsequent materials that may be filed in this
case under a Rule 12 Motion to counsel and outside experts for
interested parties who file appropriate affidavits with the Department
in advance, unless the party filing the Motion objects.

We expect all affidavits to state, at a minimum, that (1) the affiant is
counsel for an interested party or an outside independent expert
providing services to such a party; (2) the affiant will use the
information only for the purpose of participating in this proceeding;
and (3) the affiant will disclose such information only to other persons
who have filed a valid affidavit in the Docket OST-2004-19214.  Affiants
and interested parties must understand and agree that any pleading or
other filing that includes or discusses information contained in the
covered documents must itself be accompanied by a Rule 12 Motion
requesting confidential treatment.  Affidavits must be filed in Docket
OST-2004-19214 with the Department of Transportation, Dockets, Room
PL-401, 400 Seventh Street SW, Washington, DC, 20590.

Affiants having filed affidavits may examine the documents at the
Department of Transportation at the Dockets location.  Affiants must
present a stamped copy of the affidavit filed with the Department of
Transportation before examination of the documents.  Immediately after
the completion of any judicial review of our final decision in this
docket or the expiration of the 60-day period within which a person may
petition for judicial review, all persons who have filed confidentiality
affidavits in this proceeding are hereby directed to file a further
affidavit stating that all copies of the applicants’ confidential
materials have been destroyed or returned to the applicants.

Finally, when we have determined that the record of this case is
complete, we will announce an appropriate procedural schedule.

Docket OST-2004-19215

On September 24, 2004, Delta Air Lines, Inc. (“Delta”), KLM Royal
Dutch Airlines (“KLM”), Northwest Airlines, Inc. (“Northwest”),
Société Air France (“Air France”), Alitalia-Linee Aeree
Italiane-S.p.A. (“Alitalia”) and Czech Airlines (“CSA”) filed a
joint application requesting blanket statements of authorization to
engage in the reciprocal codeshare activities described within the
application.

Consolidation of Dockets OST-2004-19214 and OST-2004-19215

On September 30, 2004, American Airlines, Inc. (American) filed a motion
requesting that the Joint Applicants’ request for approval of and
antitrust immunity for the Alliance Agreements (Docket OST-2004-19214)
be consolidated with the Joint Applicants’ request for statements of
authorization under 14 CFR Part 212 (blanket codeshare) (Docket
OST-2004-19215).  American asserts that the Joint Applicants themselves 
indicate that the applications for antitrust immunity and blanket
codesharing are closely interrelated.  Furthermore, American notes that
the Department consolidated the separate requests for antitrust immunity
and for codeshare authorizations filed by American and Lan Chile.  
American also states that consolidation of these two dockets will enable
interested parties, in responding to the codeshare application, to
review and take into account the relevant confidential documents
accompanying the antitrust immunity application.  

On October 1, 2004, the Joint Applicants filed an answer to American’s
motion stating that the Joint Applicants do not oppose American’s
motion.  We agree that, as stated by American, consolidation of these
two dockets will allow interested parties and the Department to consider
the possible interrelationships among various alliances as they relate
to the issues in both dockets.  By this order, we consolidate into
Docket OST-2004-19214 the joint application for blanket codesharing
(Docket OST-2004-19215) filed by the Joint Applicants.  We also suspend
the answer date in Docket OST-2004-19215, pending our determination that
the record is complete.

By:

KARAN K. BHATIA

Assistant Secretary for Aviation

and International Affairs

Date:  

(SEAL)

An electronic version of this document is available on the World Wide
Web at:  

http://dms.dot.gov/search  

 	The Joint Applicants requested that any Order granting immunity make
clear that the immunity extends to such corporate affiliates where a
Joint Applicant holds 50% or more of the ownership interest.  See
Application at 2.

 	Instant Coordination and Cooperation Agreements were submitted with
the Application.  See Appendix A.  The Joint Applicants state that
copies of all other existing agreements encompassed by this request for
antitrust immunity have, or are being, filed with Department in
conjunction with Dockets 48342, OST-01-10429, OST-02-11842, and/or the
Northwest/Continental/Delta domestic codeshare alliance review.

 	The Joint Applicants state that copies of any future agreements will
be submitted to the Department for review and prior approval in
accordance with the Department’s standard procedures.

	Answers to these Motions were due on October 6, 2004.  The Motions were
unopposed.  

	Answers to the Motion were due on October 7, 2004.  The Motion is
unopposed.  

 	See:  (1) Alitalia’s Motion at 2; (2) Delta’s Motion at
“Confidential Production Index”; (3) KLM’s Motion at “Index of
Documents Submitted to Department of Transportation”; (4)
Northwest’s Motion at “Index of Confidential Documents”; and (5)
Air France’s Motion at “Index of Confidential Documents.”

 	See KLM’s Motion at 1.

	See: (1) Alitalia’s Motion at 4; (2) Delta’s Motion at 5; (3)
KLM’s Motion at 4; (4) Northwest’s Motion at 4; and (5) Air
France’s Motion at 6.

 	See Notices in Dockets OST-2003-14202 dated January 21, 2003 and
Docket OST-2002-12688 dated July 10, 2002.

 	See Notice dated January 1, 2003, p. 1, Docket OST-2003-14202
(Asiana-United request for approval and antitrust immunity for Alliance
Agreements) and See Notice dated March 21, 2002, p. 1, Docket
OST-2002-11842 (Delta-KAL-Air France-Alitalia-CSA request for approval
of and antitrust immunity for Alliance Agreements).

 	See American’s motion at 2.

 	See Order 98-2-21, dated February 20, 1998 (Dockets OST-97-3285 and
OST-97-2982).

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		Served:  October 18, 2004		

