BEFORE THE

DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

-------------------------------------------------------------- Application and Notice of :

: SHUTTLE AMERICA CORP. : Docket DOT

- OST

- 2014

-

_____ : for a Statement of Authorization pursuant to : 14 C.F.R. Part 212 (Lufthansa Codeshare) :

---------------------------------------- ----------------------

APPLICATION OF SHUTTLE AMERICA CORP. AND JOINT BLANKET CODESHARE NOTICE OF SHUTTLE AMERICA CORP. AND DEUTSCHE LUFTHANSA AG
Communications with respect to this document should be sent to:

Hershel I. Kamen Senior Vice President

- Alliances, Regulatory and Policy Daniel A. Weiss Managing Director

- International Affairs and Regulatory UNITED AIRLINES, INC. 233 South Wacker Drive 10th Floor

– HDQIZ Chicago, IL 60606 (872) 825

- 6828 hershel.kamen@united.com dan.weiss@united.com

Thomas Newton Bolling Vice President and Deputy General Counsel Abby L. Bried Associate General Counsel

- Regulatory, Alliances & International UNITED AIRL INES, INC. 233 South Wacker Drive 11 th Floor

– HDQLD Chicago, IL 60606 (872) 825

- 8068 (872) 825

- 7415 thomas.bolling@united.com abby.bried@united.com

April 7 , 2014 Steve Morrissey Managing Director

- Regulatory Affairs and Policy Karine R. Faden Managing Counsel

- Regulatory, Antitrust & Competition UNITED AIRLINES, INC. 1225 New York Avenue, NW Suite 1100

– DCAIZ/DCALD Washington, DC 20005 (202) 521

- 4373 (202) 521

- 4363 steve.morrissey@united.com karine.faden@united.com

Gerald F. Murphy CROWELL & MORING LLP 1001 Pennsylvania Avenue, NW Washington, DC 20004 (202) 624

- 2500 gmurphy@crowell.com

Counsel for United Airlines, Inc.

Arthur J. Molins General Counsel North America Lufthansa Group 1640 Hempstead Turnpike East Meadow, New York 11554 (516) 296

- 9234 arthur.molins@dlh.deBEFORE THE

DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

-------------------------------------------------------------- Application and Notice of :

: SHUTTLE AMERICA CORP. : Docket DOT

- OST

- 2014

-

_____ : for a Statement of Authorization pur suant to : 14 C.F.R. Part 212 (Lufthansa Code s hare) :

--------------------------------------------------------------

APPLICATION OF SHUTTLE AMERICA CORP. AND JOINT BLANKET CODESHARE NOTICE OF SHUTTLE AMERICA CORP. AND DEUTSCHE LUFTHANSA AG

Shuttle America [1] d/b/a United Express appl ies [2] for a blanket statement of authorization

pursuant to Part 212 of the Department’s regulations to facilitate codeshare services with

Lufthansa , which is a codeshare partner of United. [3] Sp ecifically, Shuttle America request s
authorization to display Lufthansa’ s “LH ” designator code on flights it operate s as a United

Express carrier between points in the United States and between U.S. points and points in third

countries. Shuttle America re spectfully request s the Department’s prompt approval of this

[1] Common names are used for airlines.

[2] United is filing this application on behalf and with the permission of Shuttle America

.

[3] See Order 98

- 4

- 8 ( undocketed) and Notice of Action Taken dated Oct

. 21, 2009 in Docket DOT

- OST

- 2009

- 0175 . By Order 2011

- 3

- 14, the Department reissued authorities previously issued only to United or Continental in the name of “Continental Airlines, Inc. and/or United Air Lines, Inc.” By Order 2013

- 4

- 11, the Department re issued the United/Continental authorities on a blanket basis to reflect the completion of the United/Continental merger and integration process and United’s new corporate name of “United Airlines, Inc.” effective as of March 31, 2013.Application and Joint Notice

Page 2

application so that the marketing and sale of these codeshare services can begin without

delay. [4]

In addition, pursuant to the Department’s Notice In the Matter of Blanket Notification of

Codeshare Service to Open

- Skies Partners and Points, dated February 9, 2009, Shuttle America

, together with Lufthansa , give s blanket notice of codeshare services displaying the “ LH ”

designator code on flights operated by Shuttle America between all U.S. po ints and between U.S.

points and points in any Open Skies country. [ 5 ] Codeshare services conducted pursuant to this

notice will be limited to those consistent with the provisions of the U.S.

- EU Open Skies

Agreement, and other applicable Open Skies Agreeme nts. Shuttle America and Lufthansa will

provide the Department with 30

- day notices for codeshare services to and from non

- Open Skies

countries.

In support of this Application, Shuttle America state s as follows:

1. Lufthansa has agreed to the di splay of the “ LH ” designator code on flights

operated by Shuttle America

. [ 6] A redacted copy of the agreement is attached hereto.

2. Shuttle America is an air carrier holding certificates of public convenience and

necessity and exemptions auth orizing it to provide interstate and foreign scheduled air

[4] To the extent necessary, Shuttle America request s a waiver of the 45

- day advance filing requirement contained in 14 C.F.R. § 212.10(d)(2).

[ 5] Shuttle America will obtain any necessary authorizations prior to commencing codeshare service in any third country as a Unite d Express carrier

.

[ 6] Lufthansa is already authorized to codeshare with other United Express carriers subject to the Department’s statement of authorization requirement. See D epartment Action dated Jan

. 6, 2004 in Docket DOT

- OST

- 2003

- 16724 (Lufthansa/SkyWest), Dec

. 8, 2004 in DOT

- OST

- 2004

- 17986 (Lufthansa/Mesa), and Nov

. 3, 2005 in Docket DOT

- OST

- 2005

- 22547 (Lufthansa/GoJet). In addition, the “LH” designator code is also displayed on flights operated by United Express carriers operating aircraft with fewer than 60 seats , which are exempt from the statement of authorization requirement. See 14 C.F.R. §§ 206.5, 212.1 and 298.11.Application and Joint Notice

Page 3

transportation services. [ 7 ] It is also a participant in the United Express commuter program,

operating codeshare services for United and displaying United’s designator code, as well as those

of ce rtain of United’s foreign codeshare partners. As such, United and Shuttle America, as a

United Express carrier

, wish to make these codeshare services available to Lufthansa , thereby

increasing the online service offerings between United’s North American n etwork and

Lufthansa ’ s Atlantic network.

3. The requested codeshare authorization is fully consistent with the U.S.

- EU

Open Skies Agreement and Department precedent in cases involving similar codeshare

arrangements between U.S. and foreign air carriers. [ 8 ] Pursuant to the terms of such agreements,

foreign carriers designated by their res pective governments to serve the United States, such as

Lufthansa , have been authorized to provide foreign air transportation (including codeshare

services) between the United States and their respective home countries. Lufthansa already

holds the requisi te underlying economic authority necessary to engage in the codeshare services

proposed by Shuttle America

. [ 9 ]

4. The requested codeshare authority is also consistent with the public interest

because it will benefit the traveling and shipping public by providing online service between

[ 7 ] See, e.g., Orders 98

- 11

- 15, 2008

- 4

- 26 and 2009

- 3

- 16 ; and Notice of Ac tion Taken dated Feb

. 26, 2014 in Docket DOT

- OST

- 2006

- 24218 (U.S.

- Bahamas). Pursuant to Rule 24 of the Department’s Rules of Practice, Shuttle America request s that the Department take official notice of all information and data that have been filed to es tablish its fitness.

[ 8 ] See note 6
, supra ; see also Dockets DOT

- OST

- 2012

- 0125, DOT

- OST

- 2012

- 0157 and DOT

- OST

- 2012

- 0161 ( approv al of similar code share arrangements between various United Express carriers and foreign carrier partners )

.

[ 9 ] Lufthansa holds a foreign air carrier permit authorizing it to engage in scheduled and charter foreign air transportation pursuant to the U.S.

- EU Open Skies Agreement. See Order 2008

- 1

- 20.Application and Joint Notice

Page 4

U.S. cities and points around the globe, via United’s domestic hubs and Lufthansa ’ s U.S.

gateways.

5. Shuttle America agrees to accept the Department’s standard conditions and

notice requirements impo sed on codeshare arrangements.

6. Shuttle America request s that the Department issue it a statement of

authorization for an indefinite period, consistent with Department practice.

7. Shuttle America is not a CRAF participant, so issu ance of the requested blanket

statement of authorization will not affect the CRAF program.

WHEREFORE, Shuttle America respectfully request s that the Department promptly

grant th is application for a blanket statement of authorization, as described above, an d such other

relief as the Department may deem appropriate.

Respectfully submitted,

/s/ Ger ald F. Murphy

Gerald F. Murphy Crowell & Moring LLP

Counsel for United Airlines, Inc

.

Submitted on behalf of:

Scott Durgin For SHUTTLE AMERICA CORP. Vice President

– Administration 8909 Purdue Road, Suite 300 Indianapolis, IN 46268 Arthur J. Molins

General Counsel North Amer i c a Deutsche Lufthansa AG / s/ Arthur J. Molins