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Federal Register / Vol. 80, No. 11 / Friday, January 16, 2015 / Notices

regarding ITS Program needs, objectives,
plans, approaches, content, and
progress.
The following is a summary of the
tentative meeting agenda. February 4:
(1) Welcome and Opening Remarks, (2)
Future + 10 Year—U.S. DOT Secretary’s
30-year Briefing, (3) Data Policy, (4)
Multimodal Transportation, (5)
Institutional Issues, and (6)
Subcommittee Organization. February 5:
(1) Connected Vehicle Update, (2)
Subcommittee Meetings, (3)
Subcommittee Updates to Committee,
and (4) Discussion of Action Items and
Next Meeting.
The meeting will be open to the
public, but limited space will be
available on a first-come, first-served
basis. Members of the public who wish
to participate in the meeting must
submit a request to: Mr. Stephen
Glasscock, the Committee Designated
Federal Official, at (202) 366–9126, not
later than January 28, 2015. In addition,
for planning purposes, your request
must also indicate whether you wish to
present oral statements during the
meeting.
Questions about the agenda or written
comments may be submitted by U.S.
Mail to: U.S. Department of
Transportation, Office of the Assistant
Secretary for Research and Technology,
ITS Joint Program Office, Attention:
Stephen Glasscock, 1200 New Jersey
Avenue SE., HOIT, Washington, DC
20590 or faxed to (202) 493–2027. The
ITS JPO requests that written comments
be submitted not later than January 28,
2015.
Notice of this meeting is provided in
accordance with the Federal Advisory
Committee Act and the General Services
Administration regulations (41 CFR part
102–3) covering management of Federal
advisory committees.
Issued in Washington, DC, on the 13th day
of January 2015.
Stephen Glasscock,
Designated Federal Official, ITS Joint
Program Office.
[FR Doc. 2015–00589 Filed 1–15–15; 8:45 am]
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DEPARTMENT OF TRANSPORTATION
U.S. Department of Transportation
Notice of Practice Regarding Proposed
Airline Mergers and Acquisitions
Office of the General Counsel,
U.S. Department of Transportation
(DOT).
ACTION: Notice of DOT authorities and
practice.
AGENCY:

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This notice explains the U.S.
Department of Transportation’s (DOT)
authorities and practice in the areas of
proposed airline mergers and
acquisitions.
SUPPLEMENTARY INFORMATION:
SUMMARY:

I. Background
This Notice describes the U.S.
Department of Transportation’s practice
and authorities with regard to airline
mergers and acquisitions, including
those that involve a transfer of slots. The
Notice is not proposing any changes,
new procedures, or new approaches.
II. Legal Authority To Review Slot
Transactions Resulting From Proposed
Airline Mergers and Acquisitions
The DOT has authority over slot
transactions that stem from proposed
airline mergers and acquisitions.1 The
authority arises from several statutory
provisions, as outlined below.
Under 49 U.S.C. 41712, DOT is
authorized to prohibit airline conduct
comparable to antitrust violations.
Specifically, DOT may prohibit conduct
that it determines is an ‘‘unfair method
of competition.’’ 2 In addition, like
several other agencies with respect to
their regulated entities, DOT has
independent authority under the
Clayton Act.3 This independent
authority derives from 15 U.S.C. 21,
under which DOT may prohibit airline
acquisitions and mergers that may
reduce competition or tend to create a
monopoly in the airline industry.4
The DOT/Federal Aviation
Administration (FAA) also has authority
to administer airline slots under 49
U.S.C. 40103.5 This authority permits
1 With respect to slot transactions, this Notice
relates to the DOT’s practice for reviewing slot
transactions that result from proposed airline
mergers or acquisitions. It does not apply to DOT’s
review of standalone slot transactions. For more
information regarding DOT’s authority and
proposed procedures for reviewing standalone slot
transactions at the New York City area airports,
please see the notice of proposed rulemaking titled,
Slot Management and Transparency for LaGuardia
Airport, John F. Kennedy International Airport, and
Newark Liberty International Airport, RIN 2120–
AJ89, available in the docket for the rulemaking at
www.regulations.gov.
2 See 49 U.S.C. 41712, authorizing DOT to
investigate and prohibit any unfair or deceptive
practice or an unfair method of competition of an
air carrier, foreign air carrier, or ticket agent.
3 Section 7 of the Clayton Act, 15 U.S.C. 18,
prohibits mergers and stock acquisitions whose
effect ‘‘may be substantially to lessen competition,
or to tend to create a monopoly’’ in a relevant
market.
4 See 15 U.S.C. 21, authorizing the Secretary to
enforce section 7 of the Clayton Act, and 15 U.S.C.
18, prohibiting U.S. and foreign air carrier
acquisitions that may substantially lessen
competition or tend to create a monopoly.
5 See 49 U.S.C. 40103(b), authorizing the FAA to
‘‘develop plans and policy for the use of the

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the FAA to assign the use of airspace to
ensure its efficient use and modify or
revoke a slot assignment when required
in the public interest. Section 40101,
Title 49, directs DOT and the FAA, in
carrying out aviation programs, to
consider certain enumerated factors,
plus additional factors that may be
considered in the Secretary or FAA
Administrator’s discretion, as being in
the public interest,6 including
furthering airline competition.
III. The DOT Review of Airline Merger
or Acquisition Transactions
With respect to DOT’s competition
and public interest review authorities,
DOT’s practice has been to use its
expertise with respect to the airline
industry to provide the Department’s
views and otherwise assist the U.S.
Department of Justice (DOJ) in DOJ’s
analysis of airline mergers or
acquisitions. The DOT will continue
this practice for airline mergers and
acquisitions under DOJ review. DOT
will consult with DOJ, inform DOJ as
early as possible regarding any
concerns, and defer to DOJ judgment
where DOJ determines that a merger or
acquisition violates the antitrust laws
and should be enjoined. The DOT will
not duplicate review or enforcement
activities carried out by DOJ and will
not create undue expense or burdens
upon parties to an airline merger or
acquisition.
In the event that DOT has concerns
that fall outside the DOJ competition
review process, DOT, in the discretion
of the Secretary, may seek independent
resolution of these concerns, as has been
its practice. In doing so, DOT will work
with the relevant parties, including DOJ,
as it did in the recent merger between
US Airways and American Airlines, to
determine whether public interest
remedies are appropriate, and if so, to
pursue such remedies. In that case, DOT
applied the Section 40101 public
interest policy considerations to
maintain and enhance service to small
communities with respect to the merger
between US Airways and American
Airlines. The DOT entered into an
agreement under which the carriers
committed to use certain slots at Reagan
Washington National Airport to
navigable airspace and assign by regulation or order
the use of the airspace necessary to ensure . . . the
efficient use of airspace [and] to modify or revoke
an assignment when required in the public
interest.’’
6 See 49 U.S.C. 40101(a), which directs the
Secretary to consider identified matters, ‘‘among
others,’’ as being in the public interest. See also 49
U.S.C. 40101(d), which directs the Administrator to
consider identified matters (including enhancing
safety) ‘‘among others,’’ as being in the public
interest.

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 Federal Register / Vol. 80, No. 11 / Friday, January 16, 2015 / Notices
preserve nonstop service from DCA to
small and medium-sized communities.7
In the event that DOT exercises its
public interest authority, DOT will
confer with DOJ to ensure that any
public interest remedies it seeks to
impose are harmonized with any
antitrust relief sought or imposed by
DOJ.
Issued in Washington, DC, on January 9,
2015.
Kathryn B. Thomson,
General Counsel.
[FR Doc. 2015–00599 Filed 1–15–15; 8:45 am]
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DEPARTMENT OF TRANSPORTATION
Federal Highway Administration
[Docket No. FHWA–2014–0006]

Draft Toll Concessions Public-Private
Partnership Model Contract Guide
Addendum
Federal Highway
Administration (FHWA), Department of
Transportation (DOT).
ACTION: Notice; Request for comments.
AGENCY:

The Moving Ahead for
Progress in the 21st Century Act (MAP–
21) requires DOT and FHWA to develop
public-private partnership (P3)
transaction model contracts for the most
popular type of P3s for transportation
projects. Based on public input favoring
an educational, rather than prescriptive
contract model, FHWA is publishing a
series of guides describing terms and
conditions typically adopted in P3
concession agreements. The publication
and deployment of these model
contracts is important to supporting the
Administration’s Build America
Investment Initiative. As part of this
Initiative, the U.S. Department of
Transportation is committed to
providing technical assistance to help
project sponsors consider project
financing options, including P3s.
To address the most popular types of
P3s, FHWA is producing separate
guides for the two most common
agreements for concessionaire
compensation: User tolls and
availability payments. The Toll
Concessions Guide (Guide) is being
published in two parts. The first part,
addressing the highest profile (core)

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SUMMARY:

7 See Agreement regarding Merger Between US
Airways Group, Inc. and AMR Corporation, (Nov.
12, 2013), available at http://www.dot.gov/sites/
dot.dev/files/docs/FinalAgreement_DOT_US_AA_
.pdf. Under the Agreement, New American
committed to schedule all DCA commuter slots
held or operated by New American entities to serve
medium, small and non-hub airports for five years.

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provisions, comprises chapters 1
through 8 of the Guide. On September
10, 2014, at 79 FR 53825, FHWA
published a Final Core Toll Concessions
Model Contract Guide (‘‘Core Guide’’)
incorporating public comments received
in response to the Draft Core Guide
published February 6, 2014.
The second part, described herein as
‘‘the Draft Addendum,’’ addresses
additional substantive provisions that
are proposed to comprise chapters 9
through 28 of the Guide. It addresses a
range of additional topics, such as
construction performance security,
insurance, lenders’ rights and direct
agreements, performance standards and
non-compliance points, consumer
protections, government approvals and
permits, and a number of other topics
described further below. With this
notice, FHWA publishes the Draft
Addendum so that the general public
and interested stakeholders may provide
comments. The Draft Addendum can be
found on the Docket (FHWA–2014–
0006) and at the following link: http://
www.fhwa.gov/ipd/pdfs/p3/model_p3_
toll_concessions_addendum.pdf. This
model contract guide has been prepared
solely for informational purposes and
should not be construed as a statement
of DOT or FHWA policy.
The FHWA values public input in the
development of the model contract
guides, and seeks continuing input. All
documents in this series are available at
the same docket (FHWA–2014–0006).
DATES: Comments must be received on
or before February 6, 2015. Late
comments will be considered to the
extent practicable.
ADDRESSES: To ensure that you do not
duplicate your docket submissions,
please submit them by only one of the
following means:
• Federal eRulemaking Portal: Go to
http://www.regulations.gov and follow
the online instructions for submitting
comments.
• Mail: Docket Management Facility,
U.S. Department of Transportation, 1200
New Jersey Avenue SE., W12–140,
Washington, DC 20590–0001.
• Hand Delivery: West Building
Ground Floor, Room W12–140, 1200
New Jersey Avenue SE., between 9 a.m.
and 5 p.m., Monday through Friday,
except Federal holidays. The telephone
number is (202) 366–9329.
• Instructions: You must include the
agency name and docket number at the
beginning of your comments. All
comments received will be posted
without change to http://
www.regulations.gov, including any
personal information provided.

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FOR FURTHER INFORMATION CONTACT:

Mark Sullivan, Office of Innovative
Program Delivery, (202) 366–5785,
mark.sullivan@dot.gov, Federal
Highway Administration, 1200 New
Jersey Avenue SE., Washington DC
20590; Alla Shaw, Office of the Chief
Counsel, (202) 366–1042, alla.shaw@
dot.gov, Federal Highway
Administration, 1200 New Jersey
Avenue SE., Washington DC 20590, or
Prabhat Diksit, (720) 963–3202,
prabhat.diksit@dot.gov, 12300 W.
Dakota Avenue, Suite 370, Lakewood,
CO 80228.
SUPPLEMENTARY INFORMATION:
Electronic Access and Filing
You may submit or retrieve comments
online through the Federal eRulemaking
portal at: http://www.regulations.gov.
The Web site is available 24 hours every
day of the year. Electronic submission
and retrieval help and guidelines are
available under the help section of the
Web site.
An electronic copy of this document
may also be downloaded from the Office
of the Federal Register’s home page at:
http://www.archives.gov/federal_register
and the Government Printing Office’s
Web page at: http://www.gpoaccess.gov.
Background
The P3s are contractual arrangements
between public and private sector
entities that allow for greater
participation by the private sector in the
delivery of surface transportation
projects and associated services.
Generally, in addition to designing or
building a project, a private partner in
a P3 may be involved in financing,
operating, and maintaining the project.
By transferring certain risks and
responsibilities to the private partner,
P3s can result in more efficient and
effective project delivery. However, P3
contracts are more complex and of a
much longer duration than traditional
construction contracts. Their terms and
conditions address many nontraditional requirements, such as
financing arrangements and
performance during the lengthy
concession period. Public agencies need
expertise to negotiate P3 concession
agreements successfully. Section
1534(d) of MAP–21 (Pub. L. 112–41; 126
Stat. 405) requires the DOT to develop
P3 contracts that could serve as a model
to States and other public transportation
providers in developing their own P3
contracts.
After considering written comments
responding to a notice published at 78
FR 1918 on January 9, 2013, as well as
those received during a Listening
Session on January 16, 2013, FHWA

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