BEFORE THE DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D.C.

______________________________ ) 2010 U.S.-Haneda Combination ) Services Allocation Proceeding ) Docket DOT-OST-2010-0018 ______________________________)

CONSOLIDATED REPLY OF HAWAIIAN AIRLINES, INC.

Communications with respect to this document should be addressed to: Mark B. Dunkerley President & Chief Executive Officer Hoyt H. Zia Senior Vice President, General Counsel & Corporate Secretary Hoyt.Zia@hawaiianair.com Mark K. Arimoto Assistant General Counsel Mark.Arimoto@hawaiianair.com Hawaiian Airlines, Inc. P.O. Box 30008 Honolulu, HI 96820-0008 Jonathan B. Hill J. Parker Erkmann Lynn M. Deavers Dow Lohnes PLLC 1200 New Hampshire Ave., NW Suite 800 Washington, DC 20036 (202) 776-2000 (202) 776-4725 (fax) jhill@dowlohnes.com perkmann@dowlohnes.com ldeavers@dowlohnes.com Counsel for Hawaiian Airlines, Inc.

March 8, 2010BEFORE THE DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D.C.

______________________________ ) 2010 U.S.-Haneda Combination ) Services Allocation Proceeding ) Docket DOT-OST-2010-0018 ______________________________)

CONSOLIDATED REPLY OF HAWAIIAN AIRLINES, INC. Without exception, Hawaiian Airlines, Inc.’s (“Hawaiian”) proposal in this proceeding is criticized because it will carry primarily Japan-originating traffic and therefore is somehow a benefit to Japan and not to the United States. Likewise, other applicants claim Hawaiian should be relegated to providing charter service to Japan rather than scheduled service – this from four carriers who, together with their alliance partners, control 99% of the U.S.-Tokyo market even without any slot pairs from this proceeding. In fact, Hawaiian’s proposal is the only one that will bring significant revenue into the United States and create new jobs because it will bring high-spending Japanese travelers to a part of the country where they most want to visit, thereby creating jobs, infusing revenue into the United States and supporting the major industry of Hawaii, tourism. It also is the only proposal that will make progress toward ensuring meaningful competition exists in the U.S.-Tokyo market, if and when antitrust immunity is granted to American, Continental and United in their respective oneworld and Star alliances, a condition precedent to any U.S.-flag service to Haneda being permitted. The Department must not pass up this critical opportunity to promote independent U.S.-flagDOT-OST-2010-0018 Answer of Hawaiian Airlines, Inc. Page 2 of 18 competition by introducing an award-winning new entrant into the scheduled passenger market at Haneda. Awarding more slot pairs to the four legacy network carriers, American, Continental, 1 Delta or United, 2 at Hawaiian’s expense would run counter to the Department’s goal of choosing the proposals that maximize the public benefits and encouraging new entrant carriers. These carriers already have extensive direct and/or code-share service in the U.S.-Tokyo market. Moreover, since Japanese carriers will be obtaining slot pairs for service from Haneda as a result of the MOU, the alliance carriers in this proceeding are slated to obtain benefits from both sides of the Pacific. Only Hawaiian will offer the traveling public a new, exciting travel option between Honolulu and Tokyo with benefits that are not now available, and Hawaiian’sapplication does not benefit any foreign carrier. Hawaiian’s proposed twice-daily HNDHNL service is superior to other carriers’ proposals for the following reasons:

 Unlike all other applicants, Hawaiian would be a new entrant to the U.S.- Tokyo market and its proposal would not duplicate any of its existing service;

 Hawaiian is the only applicant that is neither the largest U.S.-flag carrier in the U.S.-Japan market nor a member of a dominant alliance seeking antitrust immunity for operations with Japanese carriers;

 Only Hawaiian’s proposed service would inject new competition into the U.S.-Tokyo market and prevent entrenched legacy network carriers and their alliance partners from increasing their combined 99% market share;

1 Where appropriate, “Continental” also refers to its wholly-owned subsidiary, Continental Micronesia. 2 Common names are used for airlines.DOT-OST-2010-0018 Answer of Hawaiian Airlines, Inc. Page 3 of 18

 Because all of the other applicants would be competing against their existing service at Narita, only Hawaiian has a true incentive to make its proposed HND-HNL flights a success;

 Hawaiian is the only applicant proposing new service from the largest U.S. gateway to Japan as its top priority;

 Hawaiian’s proposed service will have a much greater economic impact on the State of Hawaii than the other applicants’ proposals will have on the states (or territory) of their proposed U.S. gateways;

 Hawaiian’s proposed service will bring Japanese business and leisure travelers to Hawaii, resulting in a cash infusion into the United States, whereas the U.S.-originating passengers focused on by other applicants would drain U.S. dollars into Japan;

 There is sufficient demand for Hawaiian’s two (2) proposed flights into Honolulu;

 Unlike other applicants, Hawaiian has demonstrated where its aircraft will come from and that its service can be operated with one (1) aircraft per rotation;

 No other applicant can match Hawaiian’s financial health and its awardwinning customer service, with the best on-time performance and fewest mishandled bags for the past six (6) years;

 Only Hawaiian’s application will offer travelers a free stopover at its origination point; and

 Hawaiian is fully committed to initiating and maintaining its proposed service as the natural next step in its long-term business plan to expand its Pacific Rim presence. Because no other proposal can offer these benefits, Hawaiian should be the Department’s first choice for an allocation of slot pairs and should be awarded the two (2) slot pairs it requests.DOT-OST-2010-0018 Answer of Hawaiian Airlines, Inc. Page 4 of 18 I. The Department Must Choose Hawaiian Instead of Giving More to the “Haves” in This Proceeding. The Answers filed by American, Continental, Delta and United confirm what their Applications made clear: this proceeding is only about the “haves” attempting to “have more” while simultaneously excluding the sole “have not” – Hawaiian – from bringing new, independent competition to the U.S.-Tokyo market. Given that the effectiveness of the MOU is conditioned on the grant of antitrust immunity and the resulting consolidation into an oligopoly of three alliances, the Department’s only reasonable choice here is to award Hawaiian two (2) slot pairs to introduce new, independent competition to the U.S.-Tokyo market on a scale that provides meaningful competition in the largest U.S.-Japan market. a. To Ameliorate the Impact of the Grant of Antitrust Immunity, the Department Must Award Two Daily Slot Pairs to Hawaiian. The award of the Haneda slots in this proceeding cannot be separated from the Department’s consideration of the applications for antitrust immunity (“ATI Applications”) by Japanese airlines and their U.S. partners. The grant of the ATI Applications is a condition precedent to the draft MOU liberalizing the aviation relationship between Japan and the U.S. coming into effect. 3 Accordingly, members of the Star and oneworld alliances have submitted ATI Applications, which await action by

3 See Letter from Keiji Takiguchi, Deputy Director – General Civil Av. Bur. of Japan, to John Byerly, Deputy Assistant Secretary for Transportation Affairs – U.S. Dep’t of State (Dec. 11, 2009).DOT-OST-2010-0018 Answer of Hawaiian Airlines, Inc. Page 5 of 18 the Department. 4 If these applications are granted, the parties intend to coordinate their activities completely by, as the oneworld ca rriers state: “eliminating each carrier’s economic incentive to maximize its own revenue.” 5 While the ATI applicants claim significant benefits from the “metal neutrality” of their proposed integration, 6 they cannot dispute that all competition among alliance partners will cease, leaving only three (3) competitors on routes between the U.S. and Japan. Indeed, two (2) of the applicants in this proceeding, Continental and United, should be viewed by the Department as the same carrier due to their participation in the Star Alliance and their mutually agreed-to ATI Application that touts the fact that, if granted, they will act as one (1) carrier. 7 Given the sharp reduction in the number of competitors, it is imperative that the Department take all action necessary to preserve competition. Hawaiian’s Application in this proceeding gives the Department a one-time opportunity: by granting Hawaiian the two (2) daily slot pairs it has requested, the Departm ent will facilitate not only the entry of a new competitor but one with a robust presence in the Tokyo market. The award of two (2) Haneda slot pairs will give Hawaiian the economies of scale that will enable it to

4 Joint Application of All Nippon Airways Co., Ltd., Continental Airlines, Inc. and United Air Lines, Inc., Docket OST-2009-0350 (Dec. 23, 2009) (“ANA/CO/UA Application”); Joint Application of American Airlines, Inc. and Japan Airlines Int’l Co., Ltd. for Antitrust Immunity, Docket OST-2010-0034 (Feb. 12, 2010) (“AA/JAL Application”).

5 AA/JAL Application at 7; see ANA/CO/UA Application at 12 (“joint venture partners [will] share common economic incentives to promote the interests of their alliance over their individual corporate interests”).

6 ANA/CO/UA Application at 12; AA/JAL Application at 7.

7 See ANA/CO/UA Application at 12.DOT-OST-2010-0018 Answer of Hawaiian Airlines, Inc. Page 6 of 18 establish a foothold in the Tokyo market from which to grow and compete with the alliance carriers. While Hawaiian believes the award of one (1) slot pair would allow it to operate a profitable route, the award of two (2) will allow Hawaiian to build the scale necessary to provide a meaningful competitive alternative to the dominant alliance carriers. 8 Only if the Department awards Hawaiian both pairs of slots that it seeks can the Department credibly claim (if it ultimatel y grants the ATI Applications) that it has done everything within its authority to preserve competition between the United States and Japan. b. The Department Must Select Hawaiian to Preserve Independent, Non-Alliance Competition in the U.S.-Tokyo Market. Even aside from the implication of antitrust immunity for American/JAL and Continental/United/ANA, none of the other applicants in this proceeding should be awarded any slot pairs at Hawaiian’s expense because they are all key members of powerful alliances with control over 99% of current U.S.-Tokyo flights. See Exhibit HAA-101. All other applicants already have not only substantial direct U.S.-Tokyo service but also code-share service through their alliances with foreign carriers. See, e.g. , Exhibits HA-A-101-23. As described in Hawaiian’s Answer, this proceeding presents the ongoing issue of increasing market control and domination by four (4) U.S. carriers that are members of powerful worldwide alliances. International markets are becoming increasingly

8 At the outset, Hawaiian only will compete with carriers on the Tokyo-Honolulu route. This is appropriate because Honolulu is by far the largest U.S. gateway for Tokyo traffic. See Exhibits HA-A-201, 211-18.DOT-OST-2010-0018 Answer of Hawaiian Airlines, Inc. Page 7 of 18 consolidated into alliance services, with a growing concentration of market share held by SkyTeam, Star and oneworld. By obtaining more slot pairs, and the possible antitrust immunity for American, Continental and United, together with the immunized SkyTeam alliance for Delta, these carriers would only further contribute to the consolidation of the U.S.-Tokyo market. With the four (4) slot pairs allocated to Japanese carriers, the Star and oneworld Alliances (which include American, Continental and United) are poised to receive all eight (8) slot pairs. Given the dominant positions in the U.S.-Japan market held by both the alliance carriers (U.S. and Japanese) as well as Delta, Hawaiian’s request for two (2) of the eight (8) slots in this market is entirely reasonable. Hawaiian is the only independent new entrant that will serve the largest U.S.- Tokyo and U.S.-Japan market with award-winning service. 9 The Department has stated that “where a new entrant carrier contest[s] the direct-carrier authority application of an airline already providing code-share service . . . the greater public benefits would result

9 The Department has repeatedly confirmed the importance of new entrants in international markets to increase competition and bring new service options to consumers. See New York/Newark-Cancun Combination Serv. Proceeding , Order 2006- 9-8, at 8 (awarding JetBlue primary authority because it would offer “important new entrant benefits”); 2007/2008/2009 U.S.-China Air Sers. and Combination Frequency Allocation Proceeding , Order 2007-9-25, at 8 (Docket OST-2007-28567) (awarding Delta certificate authority because, as a new entrant, it would expand service options and promote competition); 2005 Los Angeles-Mexico City Combination Serv. Proceeding , Final Order 2005-5-1, at 6 (Docket OST-2005-20406) (awarding Alaska Airlines primary authority because it would “bring new service options to consumers, and a competitive impetus to incumbents to improve their service offerings” as a new entrant); 2004 U.S.- Mexico Combination Serv. Proceeding , Order to Show Cause 2004-12-8, at 8 (Docket OST-2004-18692) (awarding Frontier Airlines primary authority because, as a new entrant, it would provide consumers with more flight and service options than they would otherwise receive).DOT-OST-2010-0018 Answer of Hawaiian Airlines, Inc. Page 8 of 18

from our selection of the new entrant carrier.” 2005 Los Angeles-Mexico City Combination Service Proceeding , Final Order 2005-5-1, at 6 (Docket OST-2005-20406); see also Los Angeles-San Jose del Cabo Exemption Proceeding , Order 2001-1-11, at 7 (Docket OST-2001-8361). Despite arguing to the contrary here, American itself made this argument in the Los Angeles-San Jose del Cabo Exemption Proceeding , in which it asserted that United was in effect an incumbent in the market by virtue of its code-share arrangement with Mexicana. See Order 2001-1-11, at 5. 10 This same reasoning applies with equal force here. None of the proposals of American, Continental and United, which have code-share arrangements with incumbent Japanese carriers at Haneda, 11 should be selected at Hawaiian’s expense. 12 If Hawaiian’s proposal is not selected here

10 See also 1999 U.S.-Brazil Combination Serv. Case , Order 2000-12-2 (Docket OST-99-6284) (rejecting United’s Los Angeles-Sao Paulo request where United already served the market by code-sharing with Varig); U.S.-Turkey Third-Country Codeshare Opportunities , Order 2000-7-25 (Docket OST-2000-7184) (tentatively denying limitedentry rights to American in light of its code-share arrangement with Turkish Airlines); 1999 U.S.-France Combination Serv. Frequency Allocation Proceeding , Order 98-10-21 (Dockets OST-98-3756, 3757, 3872, 3931, 3932, 3933, 4614) (denying limited-entry rights to Delta in light of Delta’s code-share arrangement with Air France).

11 Continental will begin code-sharing with ANA on its U.S.-Japan flights on or about March 28, 2010. See Applications of All Nippon Airways Co., Ltd., Colgan Air, Inc., Continental Airlines, Inc. & Continental Micronesia, Inc., at 4 (Docket OST-2009- 0344); Notice of Action Taken (Docket OST-2009-0344).

12 In its Answer, American points to circumstances where the Department awarded limited route authority to carriers with code-share relationships with foreign homeland carriers. Answer of American Airlines, Inc. at 10-11. None of that authority supports the award of slots to the oneworld or Star Alliance carriers in this proceeding. First, none of the cases cited by American involved an award of authority to the partner of a carrier in an immunized alliance, as would any award to the oneworld or Star Alliance carriers. Second, the orders cited by American were based on circumstances unique to thoseDOT-OST-2010-0018 Answer of Hawaiian Airlines, Inc. Page 9 of 18 for an award of two (2) slot pairs, what hope do other independent U.S. carriers have of being able to compete with the huge alliance carriers in limited-entry international markets? c. Delta, the Largest U.S.-Tokyo and U.S.-Japan Carrier, Should Not Receive Any Slot Pairs at Hawaiian’s Expense. Delta should not receive any slot pairs at Hawaiian’s expense, given that Delta is the world’s largest air carrier and the largest U.S.-flag carrier serving the U.S.-Tokyo and U.S.-Japan markets. See Exhibits HA-A-501-02. In its Answer, Delta acknowledged that Hawaiian should receive one (1) slot pair for its HND-HNL service to combat the power of the alliance carriers. See Answer of Delta Air Lines, Inc. at 3 n.2 & 19-20. But Delta’s assertion that Hawaiian should receive no more than one (1) slot pair, and that

particular applications that are inapplicable here. See 2007-2008 U.S.-Colombia Combination Frequency Allocation Proceeding , Order 2008-5-27 (May 21, 2008) (awarding Delta authority because it would provide “first-ever U.S.-flag direct carrier services”); U.S.-France Combination Servs. Proceeding , Order 1999-8-24 (Aug. 27, 1999) (awarding authority because carrier was the only one proposing to initiate service to a new market); Los Angeles-Puerto Vallarta Combination Servs. Proceeding , Order 2006-6-25 (June 22, 2006) (awarding authority to only carrier proposing daily year-round service); U.S.-China Combination and All-Cargo Frequency Allocation Proceeding , Order 2007-2-10 (Feb. 8, 2007) (awarding authority to carrier offering to provide service to largest U.S. gateway without such service). None of the circumstances in this proceeding warrant overturning the Department’s strong preference for awarding limited entry authority to new entrants. See 2009 U.S.-Brazil Combination Frequency Proceeding , Order 2009-3-14, at 7-8 (Mar. 20, 2009) (“We have stated in previous carrier selection proceedings that, when rights for U.S. air carriers become available in restrictive markets, one of our primary goals has been to enhance competition by creating opportunities for new entrant carriers to gain market access.”).DOT-OST-2010-0018 Answer of Hawaiian Airlines, Inc. Page 10 of 18 Delta should receive the remaining three (3) slot pairs, 13 is short-sighted. Delta has a large hub at Narita and is well-established as the largest U.S. carrier in the U.S.-Tokyo and U.S.-Japan markets. Delta seeks three (3) slot pairs in this proceeding merely to insulate itself from new competition in those markets, not to bring the public any particular benefits. Given Delta’s dominant position and its already extensive service in the U.S.-Tokyo market, it should not receive any slot pairs before Hawaiian is awarded the two (2) slot pairs it requests. II. Hawaiian Needs Two Slot Pairs to Compete Optimally at Haneda with the Incumbent Carriers in the U.S.-Tokyo Market. Hawaiian needs two (2) slot pairs to compete with the oligopoly that currently exists. As explained by Mark Dunkerley, Hawaiian’s President and Chief Executive Officer, the alliance carriers’ control at Narita has made initiating service at that airport all but impossible for a new entrant like Hawaiian. See Exhibit HA-R-101 (Statement of Mark Dunkerley, President and Chief Executive Officer, Hawaiian Airlines, Inc.). As a result, the availability of slot pairs at Haneda is a unique opportunity to facilitate the establishment of a new, independent competitor serving the U.S.-Tokyo market. Although the current dearth of service by non-alliance U.S. carriers in the U.S.-Tokyo market cannot be completely alleviated by awarding two (2) slot pairs to an independent carrier, Hawaiian’s two (2) daily flights will be a critical step in that direction. It is imperative that Hawaiian be awarded both slot pairs it requests so that it has the

13 In its Answer, Delta stated that it would not object to Hawaiian receiving one (1) slot pair for HND-HNL service, with backup authority on that route given to Delta. See Answer of Delta Air Lines, Inc. at 3 n.2.DOT-OST-2010-0018 Answer of Hawaiian Airlines, Inc. Page 11 of 18 economies of scale to compete with and offer a robust alternative to the powerful alliance carriers. Hawaiian will use its two (2) slot pairs to serve Honolulu, the largest U.S. gateway from Tokyo and from Japan. 14 See Exhibits HA-A-201, 206-10. As described in its Answer, Honolulu also is the largest O&D passenger market to and from Tokyo, and Hawaii is the largest O&D passenger market to and from Japan. See Exhibits HA-A211-18. Honolulu has more Japan gateway passengers than all of the other applicants’ first-choice U.S. gateways combined

. See Exhibit HA-A-204. 15 Because Honolulu is over twice as large as all of the other first-choice U.S. gateways proposed in this proceeding, a decision by the Department to award Hawaiian two (2) slot pairs to serve that large market before it awards any other slot pairs is more than reasonable. See Exhibits HA-R-108-12. Honolulu is over two (2) times the size of

14 Despite Continental’s claim that Guam is the largest U.S. gateway from Japan, by combining Guam with Saipan, it is clear that Honolulu is the largest individual U.S. gateway. Continental’s charts combining Saipan and even Honolulu, both connections to Guam, as part of its Guam gateway, for comparison to Honolulu, are misleading. See Exhibits CO-A-115-16. Continental is undoubtedly aware that connecting traffic is not counted when measuring the size of an individual U.S. gateway. Moreover, Continental’s proposed HNL-GUM-HND service would add over eight (8) hours of additional travel time for an HNL-HND roundtrip passenger compared to Hawaiian’s nonstop proposal. See Exhibit HA-R-107. 15 Hawaiian is the only carrier that will offer a free stopover for travelers on its proposed routing. Hawaiian’s experience in serving Australia provides it a unique perspective into the nature of both business and leisure travelers between the U.S. mainland and points in the far Pacific – many travelers choose to break the long trip with an extended stopover in Hawaii. To accommodate these wishes, Hawaiian offers its passengers to and from Sydney a free stopover in Honolulu, an option that is extremely popular. Hawaiian will offer this same option to all passengers on its flights to and from Haneda. No other applicant in this proceeding will offer this unique benefit to travelers on its proposed routes.DOT-OST-2010-0018 Answer of Hawaiian Airlines, Inc. Page 12 of 18 United’s proposed gateway, SFO, almost three (3) times the size of American’s first choice gateway, JFK, five (5) times the size of Delta’s first-choice gateway, SEA, and over ten (10) times the size of Continental’s first-choice gateway, EWR. Id. Because Honolulu is more than double the size of the next-largest first-choice gateway proposed in this proceeding, the Department should award two (2) slot pairs to serve that market before any others. Hawaiian’s application may be the last chance the Department has to introduce an independent new entrant of this type into the U.S.-Tokyo market. Hawaiian is unique because it has a base in Hawaii, the top destination for Japanese travelers, and it proposes service to Honolulu, the strongest U.S.-Tokyo point. There is ample local traffic to support Hawaiian’s two proposed HND-HNL flights. Any future proposals are likely to come from carriers proposing service to Tokyo from their hubs, which would represent a weaker option because the amount of local traffic would be lower. This is because such a carrier would be reliant on flow over its hub, in competition with all of the other carriers in this proceeding which, given their collective market share, would be a daunting prospect. That new entrant would not have the strength that Hawaiian has in Honolulu, the largest U.S. gateway to Japan. Although other applicants scoff at Hawaiian’s proposal to initiate two (2) daily flights at similar times, those comments ignore the time restrictions the MOU imposes on the slot pairs available in this proceeding. When the artificial restrictions associated with the slot pairs imposed by Japan are ameliorated as international operations at Haneda increase, Hawaiian anticipates that it will separate the departure time of the two (2) proposed flights with one (1) leaving earlier in the evening from Haneda. The presentDOT-OST-2010-0018 Answer of Hawaiian Airlines, Inc. Page 13 of 18 proposal for both flights reflects the reality of operational restrictions imposed on all U.S. carriers. III. Hawaiian’s Proposal Will Serve the Public Interest by Benefiting the United States Economy, Whereas the Other Applicants’ Proposals Will Primarily Benefit Those Applicants Themselves. Hawaiian’s proposal to institute two (2) daily passenger flights between Haneda and Honolulu would bring more benefits to the public than any of the other proposals. In addition to serving the largest U.S. gateway from Tokyo, Hawaiian’s proposed service will have a greater economic impact upon its destination, the State of Hawaii, than any of the other proposals will have on the states (or territory) of their destinations. See Exhibits HA-A-227-38. Unlike the other proposals which are focused on taking U.S. travelers and money out of the United States to Japan, Hawaiian expects its twice-daily HND-HNL service to bring mostly Japan-originating traffic to the United States, where those travelers will spend money and infuse much-needed dollars into the United States and into Hawaii’s tourism-based economy. See Exhibit HA-A-228. As discussed in its Answer, using standard and accepted multipliers, Hawaiian’s two (2) proposals, essentially a U.S. export, will bring in over $110 million in new revenue to the United States, resulting in a $219 million increase in the U.S. Gross Domestic Product (“GDP”), a $62 million increase in U.S. household earnings annually, and the creation of nearly 2,500 U.S. jobs

. See Exhibits HA-A-235-38. No other carrier has even suggested that its proposal will create any jobs or infuse revenue into the U.S. economy. That is because the U.S.-originating passengers focused on by other applicants will drain dollars out of the United States, sending dollars and jobs to Japan. The primary interests served by those proposals are the interests of theDOT-OST-2010-0018 Answer of Hawaiian Airlines, Inc. Page 14 of 18 applicants themselves. In these tough economic times, the Department must choose to benefit the United States and its economy as its first priority, rather than the corporate interests of American, Continental, Delta and United. IV. Other Applicants’ Assertions That Hawaiian Should Take Other Opportunities to Serve Tokyo, Without Gaining Entry to Haneda, Are Disingenuous and Misguided. The assertions by other applicants that Hawaiian should serve Tokyo via Narita or charter flights, instead of gaining access to Haneda through an award of slot pairs in this proceeding, are specious. All of the applicants in this proceeding know that Haneda is preferable to Narita and scheduled service is preferable to charter flights for U.S.-Tokyo operations. As an independent new entrant in the U.S.-Tokyo market, Hawaiian could not effectively compete at Narita, where the other applicants and their alliance partners control 99% of the operations. Indeed, that is why the re-opening of Haneda is such a unique opportunity for the Department to foster the entry of an independent competitor. Likewise, as the other applicants are undoubtedly aware, charter flights are a much less desirable option, with a cumbersome approval process, short term grants of authority, and a connotation of temporary operations. These suggestions merely reflect the selfish mentality of the “haves” in this proceeding, trying to keep the sole “have not” from gaining any meaningful access to the U.S.-Tokyo market. It is disingenuous and misguided to suggest these consolation prizes are sufficient, and it is telling that the other applicants only suggested these options for Hawaiian and not any of the other carriers in this proceeding. Hawaiian respectfully submits that, given the already formidable presence of the alliance carriers in the U.S.-Japan market, those carriers should initiate their own charter operations rather than pursue slot pairs at Haneda. They are free toDOT-OST-2010-0018 Answer of Hawaiian Airlines, Inc. Page 15 of 18 comply with the independent insurance requirements, the filing of Charter Prospectuses and Passenger Agreements, and escrow requirements as they suggest Hawaiian can do. The other carriers’ position clearly smacks of trying to keep the “have nots” out of the “haves’” playpen.V. Hawaiian Is Committed to Instituting and Maintaining its Proposed HNDHNL Service. If awarded the two (2) slot pairs it requests, Hawaiian will successfully institute and maintain service to Haneda from Honolulu. As explained by Mr. Dunkerley, Hawaiian’s application represents the next logical step in its business plan of establishing itself as a major air carrier in the Pacific. See Exhibit HA-R-101. Initiating two (2) daily passenger flights to Japan is a natural progression in the execution of Hawaiian’s business strategy, and Hawaiian is fully committed to its proposed HND-HNL service. Id. Mr. Dunkerley has expressed his personal commitment to initiating and maintaining Hawaiian’s proposed twice-daily service to Haneda. Id. Other applicants’ references to the alleged failure of Hawaiian to serve Japan in the past are misleading and irrelevant. The issues raised against Hawaiian are twenty (20) years old. In 1991, Hawaiian began service to Fukuoka and subsequently the Department approved the sale of that route to Northwest. See Order 91-4-1. Following the 1998 Japan route proceeding, the approval of Hawaiian’s Maui-Narita service was delayed for nearly a year after the award of other routes in that proceeding due to pending litigation between environmental plaintiffs and the Department over the planned extension of the runway at Kahului Airport. See Order 98-3-15, Order 99-4-4. And once final Department approval was given for that route, Hawaiian’s timely application forDOT-OST-2010-0018 Answer of Hawaiian Airlines, Inc. Page 16 of 18 slots at Narita was denied by Japan’s Ministry of Transport. Due to these setbacks and economic considerations related to the Asian economy at that time, Hawaiian sought a delay in its start date for service, as had all of the other recipients of route authority in the 1998 proceeding, American, Continental and TWA. See Notice of Action Taken, Docket OST-98-3419 (Jan. 14, 2000). Ultimately, the Maui runway extension necessary to support Hawaiian’s service to Narita was never built. When Hawaiian realized that it would not be able to institute its planned Maui-Narita service, it voluntarily returned its authority to the Department so that it could be allocated elsewhere. As Mr. Dunkerley explains, these past events occurred in different times, and they are irrelevant here. See Exhibit HA-R-101. All other applicants in this proceeding have failed to start, discontinued, or delayed service on dozens of international routes, see Exhibit HA-R-102-06, and therefore their claims as to Hawaiian’s prior service awards should be given no weight. 16 As it has consistently stated throughout this proceeding, Hawaiian is fully committed to successfully initiating and maintaining both of its proposed HND-HNL flights.

CONCLUSION Hawaiian is the only carrier that would be a true independent new entrant to the U.S.-Tokyo market. All of the other applicants already have extensive direct and/or code-share service to Tokyo, and their selection for slot pairs at Hawaiian’s expense would merely be more of the same, benefiting the Star, SkyTeam and oneworld Alliances

16 The other applicants also have discontinued direct service on routes in deference to service operated by their immunized alliance partners on those routes.DOT-OST-2010-0018 Answer of Hawaiian Airlines, Inc. Page 17 of 18 in which they are members, rather than the public. With antitrust immunity for American/JAL and Continental/United/ANA, the U.S.-Tokyo market will be further consolidated and those applicants will have incredible advantages. Only Hawaiian’s proposal will bring an independent new competitor to this market. Hawaiian’s proposed twice-daily HND-HNL flights also would provide the greatest public benefits, bringing new revenue to the United States and creating 2,500 new jobs. No other proposal comes close to offering such benefits. As explained by Mr. Dunkerley, Hawaiian is fully committed to instituting and maintaining its proposed service. This is the next step in Hawaiian’s plan to expand itspresence along the Pacific Rim. And no other carrier can match Hawaiian’s awardwinning service, which Hawaiian will bring to this market.INDEX OF EXHIBITS Exhibit Number Description Page Exhibit HA-R-101 Statement of Mark Dunkerley 1
Exhibit HA-R-102 American Has Discontinued/ Failed to Start 5 Authorized Service on 88 International Routes Since 1990
Exhibit HA-R-103 Continental/Continenta l Micronesia Has 6 Discontinued/Failed to Start Authorized Service on 60 International Routes Since 1990
Exhibit HA-R-104 Delta Has Discontinued/ Failed to Start 7 Authorized Service on 93 International Routes Since 1990
Exhibit HA-R-105 Northwest Has Discontinue d/Failed to Start 8 Authorized Service on 46 International Routes Since 1990 Exhibit HA-R-106 United Has Discontinued/Failed to Start 9 Authorized Service on 66 International Routes Since 1990
Exhibit HA-R-107 Continental Micronesi a’s HNL-GUM-HND 10 Service Would Add Over 3,000 Miles and 8 Hours in Elapsed Time for a HNL-HND Roundtrip Passenger Compared to Hawaiian’s Nonstop Proposal Exhibit HA-R-108 HNL Is Over Two Times the Size of Any Other 11 Applicant’s First Choice Gateway Exhibit HA-R-109 HNL Is Over Two Times the Size of United’s 12 First Choice Gateway
Exhibit HA-R-110 HNL Is Almost Three Times the Size of 13 American’s First Choice Gateway Docket OST-2010-0018INDEX OF EXHIBITS Exhibit Number Description Page
Exhibit HA-R-111 HNL Is Five Times the Size of Delta’s 14 First Choice Gateway
Exhibit HA-R-112 HNL Is Over Ten Times th e Size of Continental’s 15 First Choice Gateway Docket OST-2010-0018

### STATEMENT OF MARK DUNKERLEY

PRESIDENT AND CHIEF EXECUTIVE OFFICER HAWAIIAN AIRLINES, INC.

On behalf of Hawaiian Airlines, Inc. (“Hawaiian”), I submit this statement to underscore the importance of the Haneda route to Hawaiian and our commitment to delivering the highest quality service in co mpetition with the combined might of the alliance carriers. As our submissions in th is proceeding demonstrate, Hawaiian’s service to Haneda with two daily fli ghts will deliver the greatest be nefits to the traveling public in the form of vigorous and uncompromising competition and to the United States more generally through the promotion of exports, the stimulation of the domestic economy and the creation of jobs. No combination of slot pa ir grants to the alliance carriers (all of the other applicants in this proceeding) come cl ose to matching the benefits that will flow from the granting of two slot pairs to Hawaiian. Furthermore, because the implementation of the Memorandum of U nderstanding (“MOU”) between the United States and Japan is conditioned on the grant of antitrust immunity to certain alliance carriers, the Department’s review of the appli cations before it should be undertaken in the context of there being eight slot pairs to be distributed (four by the United States and four by Japan). This is because it is in the very nature of an immunized alliance that the economic rights of one alliance member are shar ed with the other alliance participants and vice versa . We take no issue with the alliances themselves; we merely believe that the pie of opportunity for which the Star and oneworld alliance carriers are vying is defined as much by the availability of slot pa irs available to their Japanese partners as it is by the U.S. allotment. Put more bluntly, American, Continental and United’s “wants” can be satisfied as easily in the distribution of slot pairs by the Government of Japan as by DOT.

Initiating Honolulu-Haneda Service is a Core Element of Hawaiian’s Business Plan
Since I became President of Hawaiian in 2003, we have embarked on a plan of controlled growth and operational excellence. This plan has begun to pay dividends to all of Hawaiian’s stakeholders – our passengers , employees and shareholders, and the State of Hawaii and the U.S. economy generally. We are consistently th e top performer in Department-measured performance statistics. We also are the only carrier in this proceeding that has had a positive profit margin over the past five years. Our financial performance has strengthened Hawaiian’s bala nce sheet and provided the resources for us to explore growth opportunities. Exhibit HA-R-101 Docket OST-2010-0018 Page 1 of 4To execute Hawaiian’s plan for controlled growth, we have sought to expand into markets all around the Pacific Rim. We have initiated and continue to operate long haul service to Australia, Tahiti, and the Philippines. We also continue to provide long haul essential air service to American Samoa. We serve ten destinations on the U.S. mainland. Given Hawaii’s close ethnic and cultural ties to Japan and our longstanding sales presence in Japan for our inter-Hawaiian Isla nd service, service to Japan is the next logical step in our growth. We have st udied the opportunity to serve the HonoluluHaneda route intensely, and we firmly belie ve the business case strongly supports a twice-daily service. Hawaii is the largest and most preferred destination for Japanese travelers, and our discussions w ith Japanese tour operators ha ve confirmed our belief that our request for two daily slot pairs is modest given not onl y the size of the market, but also the dominance of the appl icants in U.S.-Tokyo air travel. Between the U.S. and Japanese slot pairs that will be awarded – a total of eight slot pairs – Hawaiian’s request for two is modest given the competitive envir onment that will face a new entrant such as Hawaiian, where the other applicants and th eir alliance partners control nearly 100 percent of the U.S.-Japan market. Given our financially sound position, we ar e the only carrier that has expanded its operations in the last year and we have on orde r nine Airbus 330 aircra ft, the first three of which will be added to our fleet in 2010. Th ese aircraft are perf ectly suited to our proposed service, both to Asia and the U. S. mainland. Suggestions that we should purchase larger aircraft for this service are fatuous – acquiring one or two copies of an aircraft type not otherwise in a carrier’s fleet has been trie d a couple of times before and as everyone in the industry knows, has each time been shown to be a costly mistake outside the bounds of commercial feasibility.

Hawaiian’s Application Provides the Greatest Public Benefit Because Hawaiian’s proposed service will have the greatest economic impact, the grant of Hawaiian’s application will provide the greatest benefits to the public. Visitors from abroad are an export of the United St ates. They spend money on goods and services produced and provided by Americans and as such they have a greater beneficial economic value to our economy than do U.S. residents who travel overseas. It is precisely because the majority of the traffic on Hawaiian’s proposed services is Japanoriginating that our proposals are superior in terms of dome stic economic stimulus than the proposals of the other applicants. If encouraging economic gr owth and the creation of U.S. jobs is an objective of the U.S. Gove rnment in awarding the available slot pairs, then permitting Hawaiian to operate twice daily flights between Honolulu and Haneda would be the best use of this economic opport unity. That some carri ers and their allies argue that the larger share of Japan-originating traffic to be carried on Hawaiian is a Exhibit HA-R-101 Docket OST-2010-0018 Page 2 of 4negative consideration evidences a fundamental failure to appreciat e the nature of how money spent on travel affects the economy laced, perhaps, with a touch of protectionism.

The Award to Hawaiian of Two Daily Slot Pairs Will Combat the Consolidation Resulting from the Grant of Antitrus t Immunity to the Alliance Carriers

The other applicants in this proceeding a nd their alliance partne rs already exercise near-complete control over the U.S.-Tokyo ma rket. Because the grant of antitrust immunity to certain alliance carriers is a condition of the MOU that has made the Haneda slots available, the integration of the allian ce members on U.S.-Japan routes will be all but complete. Collectively, the Star, onewo rld and SkyTeam carriers serve nearly 100 percent of the traffic between the United States and Japan. The alliance carriers’ control of Narita wa rrants the award of two daily slot pairs to Hawaiian. The alliance carriers’ collective control over Narita has made initiating service at that airport all but im possible for a new entrant. The availability of slot pairs at Haneda therefore is a unique opportunity to facilitate the establishment of a new competitor serving the U.S.-Tokyo market. While we believe the award of one slot pair would be a successful enterprise for our company, the Department should award Hawaiian both pairs of slots it seeks if the Department tr uly wants to establish an alternative to the alliance carriers.

Hawaiian’s Prior Service to Japan Finally, I must address comm ents made by two other applicants in this proceeding concerning Hawaiian’s prior servic e to Japan. In our Reply, we list the routes the other applicants have failed to initiate or sustain with in the last twenty years. The issues raised against Hawaiian are ten and twenty years old and are not relevant to this proceeding. Following the 1990 route proceeding, Hawaiia n did start service to Fukuoka and subsequently the Department approved the sale of that route to Northwest by Order 91-4- 3. Following the 1998 route proceeding, Ha waiian’s Maui-Narita route approval was delayed several months from the award of other routes to our opponents in this proceeding due to ongoing litigation between environmental plaintiffs and the Department over the runway extension planned at Maui Airport. When final approval for the airport extension was finally received, de spite Hawaiian’s timely application for slots at Narita, the Ministry of Transport in Ja pan denied Hawaiian’s request for slots. Hawaiian was not alone in s eeking a delay, as the other applicants in that route proceeding, American, Continental and TWA, al so requested delays in start dates. Ultimately, the Maui runway needed to suppor t Hawaiian’s service to Narita was never built. Given those facts, Hawaiian notified the Department of its decision not to start that service and voluntarily returned th e frequencies to the Department. Exhibit HA-R-101 Docket OST-2010-0018 Page 3 of 4Hawaiian is fully committed to the use of tw o slot pairs at Haneda and is prepared to commence both flights should the Depart ment award two slot pairs to Hawaiian.

Respectfully submitted,

Mark B. Dunkerley
President and Chief Executive Officer Hawaiian Airlines, Inc. Exhibit HA-R-101 Docket OST-2010-0018 Page 4 of 4

### AMERICAN HAS DISCONTI NUED/FAILED TO START AUTHORIZED SERVICE ON 88 IN TERNATIONAL ROUTES SINCE 1990 Exhibit HA-R-102 Docket OST-2010-0018 Page 1 of 1

Note: May include routes that were discontinued and are now operated by an immunized alliance partner. Source: U.S. DOT, T-100 Data, via Data Base Products; OAG; and DOT filings. Route Discontinued Since 1990 Count Route Discontinued Since 1990 Count Antigua (ANU) - New York Kennedy (JFK) 1 Hamilton (BDA) - New York LaGuardia (LGA) 45 Antigua (ANU) - Raleigh/Durham (RDU) 2 Hamilton (BDA) - Raleigh/Durham (RDU) 46 Aruba (AUA) - San Juan, Puerto (SJU) 3 Honolulu (HNL) - Sydney (SYD) 47 Auckland (AKL) - Honolulu (HNL) 4 La Paz (LPB) - Miami (MIA) 48 Barranquilla (BAQ) - Miami (MIA) 5 London (LGW) - St. Louis (STL) 49 Birmingham (BHX) - Chicago O'Hare (ORD) 6 London (LHR) - Philadelphia (PHL) 50 Bogota (BOG) - New York Kennedy (JFK) 7 Los Angeles (LAX) - San Jose (SJO) 51 Boston (BOS) - Cancun (CUN) 8 Manchester (MAN) - Miami (MIA) 52 Boston (BOS) - Manchester (MAN) 9 Mexico City (MEX) - San Antonio (SAT) 53 Boston (BOS) - Montego Bay (MBJ) 10 Miami (MIA) - Monterrey (MTY) 54 Boston (BOS) - Port Au Prince (PAP) 11 Miami (MIA) - Vancouver (YVR) 55 Boston (BOS) - Shannon (SNN) 12 Milan (MXP) - Chicago O'Hare (ORD) 56 Brussels (BRU) - Dallas/Ft. Worth (DFW) 13 Montego Bay (MBJ) - St. Louis (STL) 57 Buenos Aires (EZE) - Chicago O'Hare (ORD) 14 Monterrey (MTY) - Chicago O'Hare (ORD) 58 Cancun (CUN) - Raleigh/Durham (RDU) 15 Moscow (DME) - Chicago O'Hare (ORD) 59 Cancun (CUN) - St. Louis (STL) 16 Munich (MUC) - Chicago O'Hare (ORD) 60 Caracas (CCS) - Ft. Lauderdale (FLL) 17 Nagoya (NGO) - Chicago O'Hare (ORD) 61 Chicago O'Hare (ORD) - Berlin (TXL) 18 Nashville (BNA) - London (LGW) 62 Chicago O'Hare (ORD) - London (STN) 19 Nashville (BNA) - Toronto (YYZ) 63 Chicago O'Hare (ORD) - Puerto Vallarta (PVR) 20 Nassau (NAS) - Raleigh/Durham (RDU) 64 Chicago O'Hare (ORD) - Shannon (SNN) 21 New York Kennedy (JFK) - Kingston (KIN) 65 Chicago O'Hare (ORD) - Winnipeg (YWG) 22 New York Kennedy (JFK) - Lima (LIM) 66 Chicago O'Hare (ORD) - Zurich (ZRH) 23 New York Kennedy (JFK) - London (LGW) 67 Cozumel (CZM) - Miami (MIA) 24 New York Kennedy (JFK) - London (STN) 68 Cozumel (CZM) - Raleigh/Durham (RDU) 25 New York Kennedy (JFK) - Lyon (LYS) 69 Curacao (CUR) - New York Kennedy (JFK) 26 New York Kennedy (JFK) - Nassau (NAS) 70 Curacao (CUR) - San Juan, Puerto (SJU) 27 New York Kennedy (JFK) - Port of Spain (POS) 71 Dallas/Ft. Worth (DFW) - Lima (LIM) 28 New York Kennedy (JFK) - Puerto Plata (POP) 72 Dallas/Ft. Worth (DFW) - Manchester (MAN) 29 New York Kennedy (JFK) - Vancouver (YVR) 73 Dallas/Ft. Worth (DFW) - Osaka (KIX) 30 New York LaGuardia (LGA) - Nassau (NAS) 74 Dallas/Ft. Worth (DFW) - Puebla (PBC) 31 Newark (EWR) - London (LHR) 75 Dallas/Ft. Worth (DFW) - Zurich (ZRH) 32 Newark (EWR) - Santo Domingo (SDQ) 76 Dusseldorf (DUS) - Chicago O'Hare (ORD) 33 Paris (CDG) - Los Angeles (LAX) 77 Frankfurt (FRA) - Miami (MIA) 34 Paris (CDG) - San Jose (SJC) 78 Frankfurt (FRA) - New York Kennedy (JFK) 35 Paris (ORY) - Raleigh/Durham (RDU) 79 Ft. Lauderdale (FLL) - Kingston (KIN) 36 Raleigh/Durham (RDU) - St. Maarten (SXM) 80 Ft. Lauderdale (FLL) - San Jose (SJO) 37 San Jose (SJC) - Taipei (TPE) 81 Ft. Lauderdale (FLL) - Santo Domingo (SDQ) 38 San Jose (SJC) - Vancouver (YVR) 82 Glasgow (GLA) - Chicago O'Hare (ORD) 39 Sao Paulo (GRU) - Orlando (MCO) 83 Grand Cayman (GCM) - New York Kennedy (JFK) 40 St. Louis (STL) - Vancouver (YVR) 84 Grand Cayman (GCM) - Raleigh/Durham (RDU) 41 Stockholm (ARN) - Chicago O'Hare (ORD) 85 Guadalajara (GDL) - Los Angeles (LAX) 42 Tampa (TPA) - Toronto (YYZ) 86 Guatemala (GUA) - Los Angeles (LAX) 43 Tokyo (NRT) - San Jose (SJC) 87 Hamilton (BDA) - Boston (BOS) 44 Tokyo (NRT) - Seattle (SEA) 88

### CONTINENTAL/CONTINENTAL MICRONESIA HAS DISCONTINUED/FAILED TO START AUTHORIZED SERVICE ON 60 INTERNATIONAL ROUTES SINCE 1990 Exhibit HA-R-103 Docket OST-2010-0018 Page 1 of 1

Route Discontinued Since 1990 Count Route Discontinued Since 1990 Count Auckland (AKL) - Honolulu (HNL) 1 Honolulu (HNL) - Nagoya (NGO) 31 Bridgetown (BGI) - Newark (EWR) 2 Honolulu (HNL) - Sydney (SYD) 32 Brisbane (BNE) - Guam (GUM) 3 Honolulu (HNL) - Tokyo (NRT) 33 Brisbane (BNE) - Honolulu (HNL) 4 Honolulu (HNL) - Vancouver (YVR) 34 Brownsville (BRO) - Mexico City (MEX) 5 Houston Intercontinental (IAH) - Montreal (YUL) 35 Cali (CLO) - Houston Intercontinental (IAH) 6 Houston Intercontinental (IAH) - Punta Cana (PUJ) 36 Cancun (CUN) - New Orleans (MSY) 7 Johnston Island, U.S. T (JON) - Majuro (MAJ) 37 Caracas (CCS) - Newark (EWR) 8 Koror, Palau Isl (ROR) - Taipei (TPE) 38 Cebu (CEB) - Guam (GUM) 9 London (LGW) - Miami (MIA) 39 Cologne (CGN) - Newark (EWR) 10 Manila (MNL) - Saipan, Mariana Isl (SPN) 40 Denpasar (DPS) - Koror, Palau Isl (ROR) 11 Mexico City (MEX) - Mission/McAllen (MFE) 41 Denver (DEN) - London (LGW) 12 Mexico City (MEX) - San Antonio (SAT) 42 Dusseldorf (DUS) - Newark (EWR) 13 Mexico City (MEX) - San Diego (SAN) 43 El Paso (ELP) - Mexico City (MEX) 14 Nagoya (NGO) - Saipan, Mariana Isl (SPN) 44 Fukuoka (FUK) - Saipan, Mariana Isl (SPN) 15 Newark (EWR) - Calgary (YYC) 45 Guam (GUM) - Hong Kong (HKG) 16 Newark (EWR) - Freeport (FPO) 46 Guam (GUM) - Kaohsiung (KHH) 17 Newark (EWR) - Guayaquil (GYE) 47 Guam (GUM) - Noumea (NOU) 18 Newark (EWR) - Kingston (KIN) 48 Guam (GUM) - Okinawa (OKA) 19 Newark (EWR) - Rio De Janeiro (GIG) 49 Guam (GUM) - Ponape (PNI) 20 Newark (EWR) - Santiago (SCL) 50 Guam (GUM) - Seoul (SEL) 21 Newark (EWR) - Santiago (STI) 51 Guam (GUM) - Sydney (SYD) 22 Osaka (KIX) - Saipan, Mariana Isl (SPN) 52 Guam (GUM) - Taipei (TPE) 23 Paris (CDG) - Cleveland (CLE) 53 Guatemala (GUA) - Los Angeles (LAX) 24 Saipan, Mariana Isl (SPN) - Taipei (TPE) 54 Guayaquil (GYE) - Houston Intercontinental (IAH) 25 Sapporo (CTS) - Saipan, Mariana Isl (SPN) 55 Guayaquil (GYE) - Miami (MIA) 26 Sendai (SDJ) - Saipan, Mariana Isl (SPN) 56 Hamilton (BDA) - New York LaGuardia (LGA) 27 Seoul (SEL) - Saipan, Mariana Isl (SPN) 57 Hong Kong (HKG) - Saipan, Mariana Isl (SPN) 28 Spokane (GEG) - Vancouver (YVR) 58 Honolulu (HNL) - Manila (MNL) 29 St. Croix, Virgin Isl (STX) - St. Maarten (SXM) 59 Honolulu (HNL) - Melbourne (MEL) 30 Tokyo (NRT) - Seattle (SEA) 60

Note: May include routes that were discontinued and are now operated by an immunized alliance partner. Source: U.S. DOT, T-100 Data, via Data Base Products; OAG; and DOT filings.

### DELTA HAS DISCONTINUED/FAILED TO START AUTHORIZED SERVICE ON 93 IN TERNATIONAL ROUTES SINCE 1990 Exhibit HA-R-104 Docket OST-2010-0018 Page 1 of 1

Route Discontinued Since 1990 Count Route Discontinued Since 1990 Count Acapulco (ACA) - Dallas/Ft. Worth (DFW) 1 Fukuoka (FUK) - Portland (PDX) 48 Amsterdam (AMS) - Cincinnati (CVG) 2 Guatemala (GUA) - New York Kennedy (JFK) 49 Anchorage (ANC) - Hong Kong (HKG) 3 Hamburg (HAM) - New York Kennedy (JFK) 50 Anchorage (ANC) - Seoul (SEL) 4 Helsinki (HEL) - New York Kennedy (JFK) 51 Atlanta (ATL) - Calgary (YYC) 5 Hong Kong (HKG) - Los Angeles (LAX) 52 Atlanta (ATL) - Dakar (DKR) 6 Las Vegas (LAS) - Calgary (YYC) 53 Atlanta (ATL) - Edinburgh (EDI) 7 London (LGW) - Miami (MIA) 54 Atlanta (ATL) - Hamburg (HAM) 8 Los Angeles (LAX) - Calgary (YYC) 55 Atlanta (ATL) - Istanbul (IST) 9 Los Angeles (LAX) - Ixtapa (ZIH) 56 Atlanta (ATL) - Ixtapa (ZIH) 10 Los Angeles (LAX) - Managua (MGA) 57 Atlanta (ATL) - Leon-Guanajuato (BJX) 11 Los Angeles (LAX) - Mazatlan (MZT) 58 Atlanta (ATL) - Merida (MID) 12 Los Angeles (LAX) - Mexico City (MEX) 59 Atlanta (ATL) - Nice (NCE) 13 Los Angeles (LAX) - Nagoya (NGO) 60 Atlanta (ATL) - Pointe A Pitre (PTP) 14 Los Angeles (LAX) - Taipei (TPE) 61 Atlanta (ATL) - Port of Spain (POS) 15 Los Angeles (LAX) - Vancouver (YVR) 62 Atlanta (ATL) - Shanghai (PVG) 16 Mazatlan (MZT) - Phoenix (PHX) 63 Atlanta (ATL) - Sal (SID) 17 Miami (MIA) - Montreal (YUL) 64 Atlanta (ATL) - Seoul (ICN) 18 Miami (MIA) - Toronto (YYZ) 65 Atlanta (ATL) - Shannon (SNN) 19 Montego Bay (MBJ) - Philadelphia (PHL) 66 Atlanta (ATL) - Vienna (VIE) 20 Nagoya (NGO) - Portland (PDX) 67 Mumbai (BOM) - New York Kennedy (JFK) 21 New York Kennedy (JFK) - Bucharest (OTP) 68 Boston (BOS) - Halifax (YHZ) 22 New York Kennedy (JFK) - Liberia (LIR) 69 Boston (BOS) - London (LGW) 23 New York Kennedy (JFK) - Lisbon (LIS) 70 Boston (BOS) - Montreal (YUL) 24 New York Kennedy (JFK) - Munich (MUC) 71 Boston (BOS) - Nassau (NAS) 25 New York Kennedy (JFK) - Nassau (NAS) 72 Buffalo (BUF) - Toronto (YYZ) 26 New York Kennedy (JFK) - Panama City (PTY) 73 Cincinnati (CVG) - Frankfurt (FRA) 27 New York Kennedy (JFK) - San Jose (SJO) 74 Cincinnati (CVG) - London (LGW) 28 New York Kennedy (JFK) - Stuttgart (STR) 75 Cincinnati (CVG) - Montego Bay (MBJ) 29 New York Kennedy (JFK) - Vienna (VIE) 76 Cincinnati (CVG) - Montreal (YUL) 30 New York Kennedy (JFK) - Warsaw (WAW) 77 Cincinnati (CVG) - Munich (MUC) 31 New York LaGuardia (LGA) - Montreal (YUL) 78 Cincinnati (CVG) - Nassau (NAS) 32 Newark (EWR) - Frankfurt (FRA) 79 Cincinnati (CVG) - Rome (FCO) 33 Orlando (MCO) - Nassau (NAS) 80 Cincinnati (CVG) - San Jose Del Cabo (SJD) 34 Orlando (MCO) - Paris (ORY) 81 Cincinnati (CVG) - Vancouver (YVR) 35 Oslo (FBU) - New York Kennedy (JFK) 82 Cincinnati (CVG) - Zurich (ZRH) 36 Paris (CDG) - New York Kennedy (JFK) 83 Dallas/Ft. Worth (DFW) - Frankfurt (FRA) 37 Phoenix (PHX) - Puerto Vallarta (PVR) 84 Dallas/Ft. Worth (DFW) - Mexico City (MEX) 38 Pittsburgh (PIT) - Toronto (YYZ) 85 Denver (DEN) - Calgary (YYC) 39 Portland (PDX) - Seoul (SEL) 86 Edinburgh (EDI) - New York Kennedy (JFK) 40 Portland (PDX) - Taipei (TPE) 87 Frankfurt (FRA) - Los Angeles (LAX) 41 Portland (PDX) - Vancouver (YVR) 88 Frankfurt (FRA) - Miami (MIA) 42 Salt Lake City (SLC) - Edmonton (YEG) 89 Frankfurt (FRA) - Orlando (MCO) 43 Salt Lake City (SLC) - Toronto (YYZ) 90 Frankfurt (FRA) - San Francisco (SFO) 44 San Francisco (SFO) - Vancouver (YVR) 91 Frankfurt (FRA) - Washington Dulles (IAD) 45 Stockholm (ARN) - Atlanta (ATL) 92 Ft. Lauderdale (FLL) - Nassau (NAS) 46 Tampa (TPA) - Toronto (YYZ) 93 Ft. Lauderdale (FLL) - Santo Domingo (SDQ) 47

Note: May include routes that were discontinued and are now operated by an immunized alliance partner. Source: U.S. DOT, T-100 Data, via Data Base Products; OAG; and DOT filings.

### NORTHWEST HAS DISCONTI NUED/FAILED TO START AUTHORIZED SERVICE ON 46 IN TERNATIONAL ROUTES SINCE 1990 Exhibit HA-R-105 Docket OST-2010-0018 Page 1 of 1

Note: May include routes that were discontinued and are now operated by an immunized alliance partner. Source: U.S. DOT, T-100 Data, via Data Base Products; OAG; and DOT filings. Route Discontinued Since 1990 Count Route Discontinued Since 1990 Count Amsterdam (AMS) - Hartford (BDL) 1 Guam (GUM) - Seoul (SEL) 24 Amsterdam (AMS) - Miami (MIA) 2 Guam (GUM) - Taipei (TPE) 25 Amsterdam (AMS) - Philadelphia (PHL) 3 Hong Kong (HKG) - Minneapolis/St. Paul (MSP) 26 Anchorage (ANC) - Seoul (SEL) 4 Hong Kong (HKG) - Seattle (SEA) 27 Boston (BOS) - Copenhagen (CPH) 5 Honolulu (HNL) - Nagoya (NGO) 28 Boston (BOS) - Frankfurt (FRA) 6 Honolulu (HNL) - Seoul (SEL) 29 Boston (BOS) - Glasgow (GLA) 7 Honolulu (HNL) - Sydney (SYD) 30 Boston (BOS) - Glasgow (PIK) 8 Las Vegas (LAS) - Tokyo (NRT) 31 Boston (BOS) - London (LGW) 9 London (LGW) - Minneapolis/St. Paul (MSP) 32 Boston (BOS) - Paris (CDG) 10 London (LHR) - Seattle (SEA) 33 Brussels (BRU) - Detroit (DTW) 11 Los Angeles (LAX) - Seoul (SEL) 34 Cancun (CUN) - Tampa (TPA) 12 Los Angeles (LAX) - Taipei (TPE) 35 Detroit (DTW) - Beijing (PEK) 13 Memphis (MEM) - Puerto Vallarta (PVR) 36 Detroit (DTW) - Calgary (YYC) 14 Milwaukee (MKE) - Toronto (YYZ) 37 Detroit (DTW) - Dusseldorf (DUS) 15 Minneapolis/St. Paul (MSP) - Oslo (OSL) 38 Detroit (DTW) - Milan (MXP) 16 Montego Bay (MBJ) - Tampa (TPA) 39 Detroit (DTW) - Osaka (KIX) 17 New York Kennedy (JFK) - Osaka (OSA) 40 Fukuoka (FUK) - Guam (GUM) 18 Osaka (KIX) - Los Angeles (LAX) 41 Fukuoka (FUK) - Honolulu (HNL) 19 Osaka (KIX) - Minneapolis/St. Paul (MSP) 42 Grand Cayman (GCM) - Memphis (MEM) 20 Paris (CDG) - Detroit (DTW) 43 Grand Cayman (GCM) - Miami (MIA) 21 Seattle (SEA) - Seoul (SEL) 44 Guam (GUM) - Manila (MNL) 22 Spokane (GEG) - Vancouver (YVR) 45 Guam (GUM) - Okinawa (OKA) 23 Tokyo (NRT) - Chicago O'Hare (ORD) 46

### UNITED HAS DISCONTINUE D/FAILED TO START AUTHORIZED SERVICE ON 66 IN TERNATIONAL ROUTES SINCE 1990 Exhibit HA-R-106 Docket OST-2010-0018 Page 1 of 1

Route Discontinued Since 1990 Count Route Discontinued Since 1990 Count Acapulco (ACA) - Los Angeles (LAX) 1 Los Angeles (LAX) - San Jose (SJO) 34 Auckland (AKL) - Honolulu (HNL) 2 Los Angeles (LAX) - San Salvador (SAL) 35 Auckland (AKL) - Los Angeles (LAX) 3 Los Angeles (LAX) - Seoul (SEL) 36 Belo Horizonte (CNF) - Miami (MIA) 4 Mexico City (MEX) - Miami (MIA) 37 Boston (BOS) - London (LHR) 5 Miami (MIA) - Panama City (PTY) 38 Buenos Aires (EZE) - Chicago O'Hare (ORD) 6 Miami (MIA) - San Jose (SJO) 39 Buenos Aires (EZE) - Miami (MIA) 7 Miami (MIA) - San Salvador (SAL) 40 Buenos Aires (EZE) - New York Kennedy (JFK) 8 Miami (MIA) - Santiago (SCL) 41 Caracas (CCS) - Miami (MIA) 9 Nagoya (NGO) - San Francisco (SFO) 42 Caracas (CCS) - New York Kennedy (JFK) 10 New York Kennedy (JFK) - London (LHR) 43 Chicago O'Hare (ORD) - Seoul (SEL) 11 New York Kennedy (JFK) - Port of Spain (POS) 44 Denver (DEN) - Frankfurt (FRA) 12 New York Kennedy (JFK) - Tokyo (NRT) 45 Dusseldorf (DUS) - Chicago O'Hare (ORD) 13 Newark (EWR) - London (LHR) 46 Dusseldorf (DUS) - Washington Dulles (IAD) 14 Newark (EWR) - Tokyo (NRT) 47 Frankfurt (FRA) - Los Angeles (LAX) 15 Orlando (MCO) - Mexico City (MEX) 48 Glasgow (GLA) - Washington Dulles (IAD) 16 Osaka (KIX) - Chicago O'Hare (ORD) 49 Grand Cayman (GCM) - Miami (MIA) 17 Osaka (KIX) - Los Angeles (LAX) 50 Guadalajara (GDL) - San Francisco (SFO) 18 Paris (CDG) - Los Angeles (LAX) 51 Guam (GUM) - Osaka (KIX) 19 Paris (CDG) - San Francisco (SFO) 52 Guatemala (GUA) - Chicago O'Hare (ORD) 20 Rio De Janeiro (GIG) - Miami (MIA) 53 Guatemala (GUA) - Los Angeles (LAX) 21 Rio De Janeiro (GIG) - New York Kennedy (JFK) 54 Guatemala (GUA) - Miami (MIA) 22 San Francisco (SFO) - Guangzhou (CAN) 55 Hamilton (BDA) - Chicago O'Hare (ORD) 23 San Francisco (SFO) - Taipei (TPE) 56 Hamilton (BDA) - Washington Dulles (IAD) 24 Sao Paulo (GRU) - Los Angeles (LAX) 57 Hong Kong (HKG) - Los Angeles (LAX) 25 Sao Paulo (GRU) - Miami (MIA) 58 Hong Kong (HKG) - New York Kennedy (JFK) 26 Sao Paulo (GRU) - New York Kennedy (JFK) 59 Hong Kong (HKG) - Seattle (SEA) 27 Seattle (SEA) - Vancouver (YVR) 60 Honolulu (HNL) - Osaka (KIX) 28 Spokane (GEG) - Calgary (YYC) 61 Honolulu (HNL) - Seoul (SEL) 29 Washington Dulles (IAD) - Milan (MXP) 62 Honolulu (HNL) - Taipei (TPE) 30 Washington Dulles (IAD) - Nassau (NAS) 63 Lima (LIM) - Miami (MIA) 31 Washington Dulles (IAD) - San Jose (SJO) 64 London (LHR) - Miami (MIA) 32 Washington Dulles (IAD) - San Salvador (SAL) 65 London (LHR) - Seattle (SEA) 33 Washington Dulles (IAD) - Vancouver (YVR) 66

Note: May include routes that were discontinued and are now operated by an immunized alliance partner. Source: U.S. DOT, T-100 Data, via Data Base Products; OAG; and DOT filings.

### CONTINENTAL MICRONESIA’S HNL- GUM-HND SERVICE WOULD ADD OVER 3,000 MILES AND 8 HOURS IN ELAPSED TIME FOR A HNL-HND ROUNDTRI P PASSENGER COMPARED TO HAWAIIAN’S NONSTOP PROPOSAL (Reply to CO-A-116) Exhibit HA-R-107 Docket OST-2010-0018 Page 1 of 1

HA’s Proposed HNL-HND Nonstop CO’s Proposed HNL-GUM-HND Connecting Service

Additional Time for CO’s Proposal

Note: Winter Schedules Are Used. Source: Exhibit HA-App-2, Exhibit CO-124-CO-125, Official Airline Guide, schedules for the week of February 8, 2010. 16:15 24:50

8:35 Roundtrip Elapsed Time

Additional Miles for CO HNL-GUM-H ND Connecting Service: 3,010 % Circuity: 39%

### HNL IS OVER TWO TIMES THE SIZE OF ANY OTHER APPLICANT’S FIRST CHOICE GATEWAY

1.58

0.72

0.54

0.31

0.15

0.0 0.2 0.4 0.6 0.8 1.0 1.2 1.4 1.6 1.8

HNL SFO JFK SEA EWR Tokyo Onboard Passengers of Fi rst Choice Gateways (Millions)

Source: U. S. DOT T-100 data , YE Au g ust 2009 , via Data Base Products. Exhibit HA-R-108 Docket OST-2010-0018 Page 1 of 1

Honolulu Relative Size: 2.2x 2.9x 5.0x 10.4x

### HNL IS OVER TWO TIMES THE SIZE OF UNITED’S FIRST CHOICE GATEWAY

1.58

0.72

0.0 0.2 0.4 0.6 0.8 1.0 1.2 1.4 1.6 1.8

HNL SFO Tokyo Onboard Passengers of Fi rst Choice Gateways (Millions)

Source: U. S. DOT T-100 data , YE Au g ust 2009 , via Data Base Products. Exhibit HA-R-109 Docket OST-2010-0018 Page 1 of 1



### 2.2x

### HNL IS ALMOST THREE TIMES THE SIZE OF AMERICAN’S FIRST CHOICE GATEWAY

1.58

0.54

0.0 0.2 0.4 0.6 0.8 1.0 1.2 1.4 1.6 1.8

HNL JFK

Source: U. S. DOT T-100 data , YE Au g ust 2009 , via Data Base Products. Exhibit HA-R-110 Docket OST-2010-0018 Page 1 of 1



### 2.9x Tokyo Onboard Passengers of Fi rst Choice Gateways (Millions)

### HNL IS FIVE TIMES THE SIZE OF DELTA’S FIRST CHOICE GATEWAY

1.58

0.31

0.0 0.2 0.4 0.6 0.8 1.0 1.2 1.4 1.6 1.8

HNL SEA

Source: U. S. DOT T-100 data , YE Au g ust 2009 , via Data Base Products. Exhibit HA-R-111 Docket OST-2010-0018 Page 1 of 1



### 5.0x Tokyo Onboard Passengers of Fi rst Choice Gateways (Millions)

### HNL IS OVER TEN TIMES THE SIZE OF CONTINENTAL’S FIRS T CHOICE GATEWAY

1.58

0.15

0.0 0.2 0.4 0.6 0.8 1.0 1.2 1.4 1.6 1.8

HNL EWR

Source: U. S. DOT T-100 data , YE Au g ust 2009 , via Data Base Products. Exhibit HA-R-112 Docket OST-2010-0018 Page 1 of 1



### 10.4x Tokyo Onboard Passengers of Fi rst Choice Gateways (Millions)