BEFORE THE
DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

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

- OST

- 2015

-

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

- OST

- 201 5

-

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

- Acapulco / Huatulco ) :

------------------------------------------------------------------------ JOINT APPLICATION OF UNITED AIRLINES, INC. AND SKYWEST AIRLINES, INC. FOR EXEMPTION AND DESIGNATIONS Communications with respect to this document should be sent to:
Steve Morrissey Vice President

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

– DCAIZ Washington, DC 20005 (202) 521

- 4373 steve.morrissey@united.com
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 dan.weiss@united.com

February 2, 2015 Thomas Newton Bolling Vice President and Deputy General Counsel Abby L. Bried Associate General Counsel

- Regulatory, Alliances & International James Conneely Counsel

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

– HDQLD Chicago, IL 60606 (872) 82 5

- 8068 (872) 825

- 7415 (872) 825

- 8311 thomas.bolling@united.com abby.bried@united.com james.conneely@united.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

- 2015

-

____ SKYWEST AIRLINES, INC. : and : Docket DOT

- OST

- 2015

-

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

- Acapulco/Huatulco ) :

-------------------------------------------------------------- ---------- JOINT APPLICATION OF UNITED AIRLINES, INC. AND SKYWEST AIRLINES, INC. FOR 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 , for an exemption from 49 U.S.C. § 41101 authorizing SkyWest to provid e scheduled foreign air transportation of persons, property and mail on a seasonal basis between Houston , on the one hand, and Acapulco
and Huatulco , Mexico , on the other hand, b eginning on or about July 2, 2015

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

- Mexico operating carrier designation s for SkyWest on th ese route s and marketing carrier designation s for United to permit United to display its “UA * ” designator code on SkyWest’s flights. The Joint Applicants ask that the requested exemption authorit y become effective as soon as possible 2 and that the authorit y 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 necessary notices to Mexican authorities confirming the carriers’ authority to serve the Houston

- A capulco/Huatulco route s
.

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

The Joint Applicants state as follows in support of this application : 1. Awarding the requested exemption authorit y to SkyWest will permit the Joint Applicants to tailor capacity to demand for Houston

- Acapulco / Huatulco service by using SkyWest’ s CRJ

- 7 00 aircraft

. SkyWest will operate these flights pursuant to its capacity purchase agreement with United, 3 and replace the United Express service that ExpressJet currently provides on these routes. 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 Houston

- Acapulco / Huatulco flights well in advance of operations, which they plan

to commence on or about July 2, 2015 , provided all necessary approvals have been secured.
2. The Joint Applicants’ service on the Houston

- Acapulco / Huatulco route s will
continue to provide substantial consumer benefits by enhancing the service options available to
the U.S. traveling public , including the online connections between points on United’s network
served via its Houston hub

. The SkyWest aircraft to be used on the se route s will also offer a

two

- class cabin configuration, catering to business travelers that d esire 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.
3. 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

3 United holds certificate authority to provide own
- aircraft service on t he Houston

Acapulco route ( s ee Order 2000

- 5

- 31 ) and to codeshare on United Express carrier flights on the Houston

- Huatulco route ( see Order 2010

- 5

- 17)

. By Order 2011

- 3

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

Acapulco/Huatulco 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 blan ket basis to reflect the 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
operate from “a point or point s in the United States to a point or points i n Mexico.” U.S.

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

- Mexico Agreement permits the United States to designate three airlines to provide scheduled combination services between any point or points in
the United States and Acapulco and Huatu lco ( see U.S.

- Mexico Agreement, Annex I, B( 5 ) ) 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 codeshare designations for each non stop city pair segment. See id. , Annex III (3)

. Sufficient designations are available for SkyWest to operate on the Houston

- Acapulco / Huatulco route s and for United to codeshare on the SkyWest

- operated services.
4. Inasmuch as SkyWest’s United Express service on these routes will replace ExpressJet’s existing service, no additional designations will be required. 4 In this regard, the
Join t Applicants wish to clarify that in addition to SkyWest replacing ExpressJet’s service on these routes, United is relinquishing its operating designation for Houston

- Acapulco. As a result, only one operating designation will be occupied in each of the Ho uston

- Acapulco / Huatulco markets. Because two designations will be available in each of these markets, no valid basis exists for objecting to, or otherwise trying to delay the Department’s processing of, this application. Doing so would be nothing more than a transparent attempt to disrupt the Joint Applicants’ commercial plans and delay the benefits of the first class product th at SkyWest’s
CRJ

- 700 aircraft will bring to the se market s
.

4 To ensure that United Express service on this route is not disrupted, ExpressJet will retain its operating designation s until the Department has taken action on the Joint Application, the Joint Applicants have begun providing the service requested herein, and ExpressJet has given notice to the Department that its operating d esignation s are no longer required. This is consistent with the approach the Department has taken on numerous recent occasions. See, e.g., Notice of Action Taken dated Jul. 29, 2014 in Dockets DOT

- OST

- 2014

- 0100 and DOT

- OST

- 2014

- 0101 (United Express servi ce transitioning from ExpressJet to SkyWest).Joint Application of United and SkyWest

Page 4

5. The Joint Applicants hold various certif icates 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 ser vice 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 January 20, 201 5 in Docket DOT

- OST

- 2014

- 0224 ( New Orleans

Cancun , Mexico) and June 5, 2014 in Docket DOT

- OST

- 2014

- 0088 ( Washington, D.C.

- 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 October 14, 2014 in Dockets
DOT

- OST

- 2014

- 0158 and DOT

- OST

- 2014

- 0159 (Houston

- Monterrey , Mexico) and September
3 , 2014 in Docket s DOT

- OST

- 2014

- 0129 and DOT

- OST

- 2014

- 0130 ( Houston

- Mexico City, Mexico)

. 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. WHEREFORE, the Joint Applicants urge the Department to grant immediately the requested exemption authorit y and corres ponding designations and whatever other relief that the Department may deem necessary or appropriate. Respectfully submitted,
CROWELL & MORING LLP

_________________________ G erald F. Murphy Steven J. Seiden gmurphy@crowell.com sseiden@crowell.com
Counsel for United Airlines, Inc. and SkyWest Airlines, Inc. F ebruary 2 , 201 5CERTIFICATE OF SERVICE

I certify that I have this date served the foregoing document on the following persons in accordance with the Department’s Rules of Practice.
robert.wirick@aa.co m howard.kass@aa.com nssparks@fedex.com gbleopard@fedex.com dheffernan@cozen.com jeremy.ross@alaskaair.com robert.land@jetblue.com jhill@cooley.com perkmann@cooley.com dkirstein@yklaw.com jyoung@yklaw.com bob.kneisley@wnco.com leslie.abbott@wnco.com matwood@cozen.com anita.mosner@hklaw.com jennifer.nowak@hklaw.com sascha.vanderbellen@delta.com chris.walker@delta.com robert.cohn@hoganlovells.com patrick.rizzi@hoganlovells.com thomas.ting@suncountry.com john.fredericksen@suncountry.com john.varley@virginamerica.com barbara.russell@virginamerica.com dwight.moore@ustranscom.mil john.s.duncan@faa.gov englets@state.gov

__________________________________ Steven J. Seiden
F ebruary 2, 2015