BEFORE THE DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

------------------------------------------------------------------------ Joint Application of : : UNITED AIRLINES, INC. and : Docket DOT

- OST

- 2014

-

____ SKYWEST AIR LINES, INC. : and : Docket DOT

- OST

- 2013

- 0114 for amended exemption pursuant to 49 U.S.C. § 40109 : and designations ( Los Angeles

- Leon /Guanajuato , Mexico ) :

------------------------------------------------------------------------ JOINT APPLICATION OF UNITED AIRLINES, INC. AND SKYWEST AIRLINES, INC. FOR AMENDED EXEMPTION AND DESIGNATIONS 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 Steve Morrissey Managing Director

- Regulatory Affairs and Policy Karine R. Faden Managing Counsel

- Regulatory, Antitrust & Co mpetition 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 April 18 , 2014 Thomas Newton Bolling Vice President and Deputy General Counsel Abby L. Bried Associate General Counsel

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

– HDQLD Chicago, IL 60606 (872) 825

- 8068 (872) 825

- 7415 thomas.bolling@united.com abby.bried@united.com Todd Emerson General Counsel SKYWEST AIRLINES, INC. 444 South River Road St. George, UT 84790 (435) 634

- 3530 temerson@skywest.com Gerald F. Murphy Steven J. Seiden CROWELL & MORING LLP 1001 Pennsylvania Avenue, NW Washington , DC 20004 (202) 624

- 2500 gmurphy@crowell.com sseiden@crowell.com Counsel for United Airlines, Inc. and SkyWest Airlines, Inc. NOTICE : The Joint Applicants have request ed expedited treatment of this application. They will poll

U.S. carrier representatives and inform the Department of the results.BEFORE THE DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

------------------------------------------------------------------------ Joint Application of : : UNITED AIRLINES, INC. and : Docket DOT

- OST

- 2014

-

____ SKYWEST AIRLINES, INC. : and : Docket DOT

- OST

- 20 13

- 0114 for amended exemption pursuant to 49 U.S.C. § 40109 : and designations ( Houston

- Leon /Guanajuato , Mexico) :

-------------------------------------------------------------- ---------- JOINT APPLICATION OF UNITED AIRLINES, INC. AND SKYWEST AIRLINES, INC. FOR AMENDED EXEMPTION AND DESIGNATIONS

United 1 and SkyWest (d/b/a United Express) (the “Joint Applicants”) apply , pursuant to 49 U.S.C. § 40109 and Subpart C of the Department's Rules of Practice , to amend SkyWest’s exemption from 49 U.S.C. § 4110 1 authorizing SkyWest to provid e scheduled foreign air transportation of persons, property and mail between Los Angeles and Leon /Guanajuato , Mexico to permit it to operate as a United Express carrier on that route b eginning on or about October 26, 201 4

. In addition, the Joint Applicants request a U.S.

- Mexico operating carrier designation for SkyWest on this route and a marketing carrier designation for United to permit United to display its “UA * ” designator code on SkyWest’s flights. The Joint Applicants ask that the requested authority become effective as soon as possible 2 and that the authority be effective for a period of at least two years, subject to the Department’s standard conditions. The Joint Applicants also ask the Department to issue the nece ssary notices to Mexican authorities

1 Common names are used for airlines. 2 The Joint Applicants will conduct a poll of all carrier representatives listed on the service list and advise the Department of the results.Joint Application of United and SkyWest

Page 2
confirming the carriers’ authority to serve the Los Angeles

- Leon /Guanajuato route as described herein

. The Joint Applicants state as follows in support of this application : 1. SkyWest currently holds exemption authority to provide scheduled Los Angeles

Leon/Guanajuato service on behalf of another major U.S. carrier ( see Notice of Action Taken dated Jun e 26, 2013 in Docket DOT

- OST

- 2013

- 0114 ) , which it will continue to operate until on or about July 2, 2014

. 3 Granting SkyWest the amended exemption authorit y requested herein will permit the Joint Applicants to tailor capacity to demand for Los Angeles

- Leon /Guanajuato service by using SkyWest’ s CRJ

- 2 00 or CRJ

- 7 00 aircraft

. The Joint Applicants urge the Department to act promptly on this application so that they can secure foreign authority, make final operating plans and begin marketing the Los Angeles

- Leon /Guanajuato flights well in advance of operations, which they plan to commence on October 26, 2014 , provided all necessary approvals have been secured.
2. SkyWest will operate these Los Angeles

- Leon /Guanajuato flights pursuant to a capacity purchase agreement with United. SkyWest’s United Express service will be substituted
for the mainline service that United currently provides on this route subject to the Joint Applicants’ receipt of all necessary approvals

. 4

3 See Notice of Action Taken dated Apr. 11, 2014 in Dockets DOT

- OST

- 2013

- 0114, DOT

- OST

- 1997

- 3289 and DOT

- OST

- 2000

- 7708, at 1, n. 1

.

4 United already holds exemption authority to provide service on this route. See Notice of Ac tion Taken dated Sep. 10, 2012 and Application of United for Renewal dated Jul. 9, 2012 in Docket DOT

- OST

- 2010

- 0226. By Order 2011

- 3

- 14, the Department reissued authorities previously issued only to United or Continental , including the Los Angeles

- Leon/Gu anajuato exemption authority that is the subject of this application, in the name of “Continental Airlines, Inc. and/or United Air Lines, Inc.” By Order 2013

- 4

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

.Joint Application of United and SkyWest

Page 3

3. The Joint Applicants’ service on the Los Angeles

- Leon /Guanajuato route will provide substantial consumer benefits by maintaining the service options available to the U.S. traveling public , including the online connections between points on United’s network served via its Los Angeles hub

. In addition, SkyWest will provide double daily service

– offering consumers increased time of day coverage as compared to the single large jet flight United currently operates between Los Angeles and Leon/Guanajuato. The SkyWest aircraft to be used on the route will also offer a two class cabin configuration, catering to business travelers that desire a first class product offering. The Joint Applicants will comply with the Department’s rules on codesharing as set forth in Part 257 of the Department’s Regulations.
4. The authority sought by the Joint Applicants complies fully with the terms of the
U.S.

- Mexico Air Transport Services Agreement (“U.S.

- Mexico Agreement”), as amended

. Route 1(a ) of the U.S.

- Mexico Agreement authorizes carriers designated by the United States to operate from “a point or point s in the United S tates to a point or points in Mexico.” U.S.

- Mexico Agreement, Annex I, A(1)(a). Further, the U.S.

- Mexico Agreement permits the United States to designate two airlines to provide scheduled combination services between any point or points in the United Sta tes and Leon /Guanajuato ( see U.S.

- Mexico Agreement, Annex I, B(4) ) and permits such designated airlines to enter into cooperativ e marketing arrangements with other airline s provided they both hold appropriate authority and meet the requirements applied to such arrangements. See id

. , Annex III (1) . Lastly, the United States is authorized to allocate up to 10 code share designations for each non stop city pair segment. See id. , Annex III (3)

. Sufficient designations are available for SkyWest to operate on the Los Angeles

- Leon /Guanajuato route and for United to codeshare on the SkyWest

- operated services. Inasmuch as SkyWest’s UnitedJoint Application of United and SkyWest

Page 4
Express service will replace United ’s existing mainline service , no additional designation will be required

. 5
5. The Joint Applicants hold various certificates of public convenience and necessity and exemptions authorizing them to engage in scheduled air transportation of persons, property and mail between the U.S. and foreign countries, and the Joint Applicants are fit, willing and able to provide the service for which they seek authority

. See , e.g. , United: Order 2013

- 4

- 11 (reissuing United/Continental authorities to United), Order 2010

- 5

- 17 (U.S.

- Mexico), and Notice s of Action Taken dated February 20, 2014 in Docket DOT

- OST

- 2014

- 0022 (Los Angeles

- Durango, Mexico) and February 6, 2013 in Docket DOT

- OST

- 2013

- 0019 (Austin

- San Jose del Cabo , Mexico ); and SkyWest : Order 2011

- 12

- 11 at 4 ( continuing fitness review) , Order
2008

- 4

- 26 (Blanket Open Skies) , and Notice s of Action Taken dated February 20, 2014 in Docket DOT

- OST

- 2014

- 0023 (Los Angeles

- Durango, Mexico) and February 7, 2014 in Docket
DOT

- OST

- 2014

- 0016 ( Washington, D.C.

- Nassau, Baham as)

. Pursuant to Rule 24 of the Department’s Rules of Practice, the Joint Applicants request that the Department take official notice of all information and data that have been filed to establish their fitness.

5 To ensure that United’s mainline service on this route is not disrupted, United will retain i ts operating designation until the Department has taken action on the Joint Application, the Joint Applicants have begun providing the service requested herein, and United has given notice to the Department that its operating designation is no longer requi red.