UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, DC Issued by the Department of Transportation on August 25 , 2014 NOTICE OF ACTION TAKEN -- DOCKET S DOT - OST - 2004 - 19148 and DOT - OST - 20 1 4 - 0136

_______________________________________________________________________________________________________ ____________ __ This serves as notice to the public of the action described below, taken by the Department official indicated (no additional confir ming order will be issued in this matter). 1. Docket DOT - OST - 2004 - 19148 Appl ication of UNITED AIRLINES, INC. ( United ) , filed 8/8/14 for: XX A mendment of e xemption for two years under 49 U.S.C. 40109 to provide the following service: Scheduled foreign air transportation of persons, property and mail between the United States and points worldwide on a third - country code - share basis pursuant to blanket code - sharing statements of authorization previously approved by the Department, under which United’s “UA ” designator code is displayed on flights operated by its foreign code - share partners, as well as on flights operated by foreign carriers that are currently authorized, or that in the future become authorized, to operate flights on behalf of United’s blank et code - share foreign partners . 1 2 2. Docket DOT - OST - 2014 - 0136 Application of AIR CANADA ROUGE (AC rouge) , filed 8/8/14 for: XX Statement of authorization under 14 C.F.R. Part 212 in order to engage in the following code - share services: AC rouge reque sts a statement of authorization to display United’s “UA” designator code on flights AC rouge operates on behalf of Air Canada between any point or points in Canada and any point or points in the United States and any point or points in any third country. XX Waiver of the 45 - day advance filing requirement under 14 C.F.R. Part 212. Applicant rep resentative s : Gerald F. Murphy and Steven J. Seiden (202) 624 - 2500 ( United ) ; and Anita M. Mosner and Jennifer M. Nowak (202) 419 - 2604 (AC rouge)

1 The authorized foreign carriers are: Deutsche Lufthansa AG (Lufthansa), and other carriers that operate flights on Lufthansa’s behalf (Lufthansa CityLine, Air Dolomiti, Condor Flugdienst, and PrivatAir GmbH); Aegean Airlines Societe Anonyme d/b/a Aegean Airlines S.A. (Aegean); Aer Lingus Limited (Aer Lingus); Air Canada and other carriers operating on its behalf (Ai r Canada Jazz); All Nippon Airways Co. Ltd. (ANA); Air New Zealand Limited (ANZ); Asiana Airlines, Inc. (Asiana); Austrian Airlines, Osterreichische Luftverkehrs AG (Austrian); Avianca del Continente Americano S.A. Avianca (Avianca); Blue1 Ltd. (Blue1); Br ussels Airlines N.V./S.A. (Brussels Airlines); Compania Panamena de Aviacion, S.A. (COPA); Croatia Airlines d.d. (Croatia); Eurowings Luftverkehrs AG (Eurowings); EVA Airways Corporation (EVA); Jet Airways; Lauda Air Luftfahrt GmbH (Lauda); Polskie Linie L otnicze LOT S.A. (LOT); Scandinavian Airlines System (SAS); Singapore Airlines Limited (Singapore); Swiss Air International Air Lines Ltd. d/b/a Swiss (Swiss); TAP Air Portugal (TAP); Turkish Airlines (Turkish); Tyrolean Airways, Tiroler Luftfahrt GmbH d/b /a Austrian Arrows (Tyrolean) 2 United requests that its exemption authority be amended to the extent necessary to permit it to also place its designator code on flights operated by Air Canada rouge.DOT Analys t: Brett D. Kruger (202) 366 - 8025 DISPOSITION XX Granted amendment of United’s exemption authority (subject to conditions, see below) . XX Granted blanket statement of authorization to AC rouge (subject to conditions, see below). XX Granted, waive r of 45 - day advance filing requirement under 14 CFR Part 212. The above action granting exemption authority to United is effective when taken : August 25 , 201 4 , through August 25 , 201 6 . The above action granting a blanket statement of authorization to A C rouge is effective: August 25 , 2014 , and will remain in effect indefinitely, subject to conditions. The above action granting a waiver of the advance filing requirement under 14 CFR Part 212 was effective: August 25 , 2014 . Action taken by: Paul L. Gre tch, Director Office of International Aviation XX The authority granted is consistent with the air transport agreement between the United States and Canada . Except to the extent exempted or waived, this authority is subject to the terms, condit ions, and limitations indicated: XX United ’s certificates of public convenience and necessity XX Standard U.S. carrier exemption conditions (attached as Appendix A ) XX Conditions for Statement of Authorization granted here (attached as Appendix B) XX Conditions attached to previously granted statements of authorization 3

_____________________________________________________________________________________________________________________ Special c onditions / Remarks : We acted on this application w ithout awaiting expiration of the answer period with the consent of all parties served with the application. We not e that United has conducted a safety audit of AC rouge under the Department’s Code - Share Safety Audit Program, and the FAA has advised us th at it has reviewed the relevant audit report and found it to be acceptable. 3 See Order 98 - 4 - 8, issued April 9, 1998 (Undocketed, United - Lufthansa) and Department actions dated February 23, 2012 and June 23, 2010 (Docket DOT - OST - 2010 - 0132, United - Aegean); July 25, 2008 (Docket DOT - OST 2008 - 0176, United - Aer Lingus); May 6, 2009 (Docket DOT - OST - 2009 - 0095, United - Air Canada); August 7, 1998 (Undocketed, United - ANA); August 6, 1999 (Docket DOT - OST - 1999 - 6013, United - ANZ); December 19, 2002 (Docket DOT - OST - 2002 - 13320, United - Asiana); March 13, 2000 (Docket DOT - OT - OST - 2000 - 6803, United Austrian); October 28, 2011 (Docket DOT - OST - 2011 - 0163, U nited - Avianca); February 10, 2012 (Docket DOT OST - 2010 - 0171, United

– Blue1); March 2, 2010 (Docket DOT - OST - 2010 - 0024, United - Brussels); July 9, 1998 and June 15, 2012 (undocketed, United - COPA); November 4, 2013 (Docket DOT - OST - 2007 - 28897, United Croatia; June 13, 2014 (Docket DOT - OST - 2014 - 0082, United - Ethiopian); June 8, 2009 (Docket DOT - OST - 2009 - 0106, United - Eurowings); June 11, 2012 (Docket DOT - OST - 2012 - 0088, United - EVA); November 10, 2009 (Docket DOT - OST - 2008 - 0164, United - Jet Airways); March 22, 2001 (D ocket DOT - OST - 2000 - 7751, United - Lauda and United - Tyrolean); April 19, 2004 (Docket DOT - OST - 2004 - 17468, United - LOT); May 24, 1999 (Docket DOT OST - 1999 - 5251, United - SAS); October 17, 2000 (Docket DOT - OST - 2000 - 7696, United - Singapore); October 19, 2005 (Docket DOT - OST - 2005 - 22464, United - Swiss); August 11, 2005 (Docket DOT - OST - 2005 - 21686, United TAP); April 17, 2008 (Docket DOT - OST - 2008 - 0102, United - Turkish).United’s exemption authority to support code - share operations, whereby United would display its “UA” designator code on flights operated by current and future foreign carriers tha t operate flights on behalf of United’s authorized foreign blanket code - share partners, remains subject to the following conditions: 1) the foreign carriers must have the requisite permit or exemption authority and statement of authorization from the Depa rtment to perform the proposed services; and 2) United must conduct and keep current an FAA - approved safety audit of the applicable foreign carriers under the Department’s Code - Share Safety Audit Program . On the basis of data officially noticeable under R ule 24(g) of the Department's regulations, we found the applicant qualified to provide the exemption services authorized. Under authority assigned by the Department in its regulations, 14 CFR Part 385, we found that (1) our action was consistent with Depa rtment policy; (2) grant of the authority was consistent with the public interest; and (3) grant of the authority would not constitute a major regulatory action under the Energy Policy and Conservation Act of 1975. To the extent not granted, we denied all requests in the referenced application . We may amend, modify, or revoke the authority granted in this Notice at any time without hearing at our discretion. Persons entitled to petition the Department for review of the action set forth in this Notice und er the Department’s regulations, 14 CFR §385.30, may file their petitions within seven (7) days after the date of issuance of this Notice. This action was effective when taken, and the filing of a petition for review will not alter such effectiveness. An electronic version of this document is available on the World Wide Web at: http://www.regulations.gov

### Appendix A U.S. Carrier Exemption Conditions In the conduct of the operations authorized, the U.S. carri er applicant(s) shall: (1) Hold at all times effective operating authority from the government of each country served; (2) Comply with applicable requirements concerning oversales contained in 14 CFR 250 (for scheduled operations, if authorized); (3) Comply with the requirements for reporting data contained in 14 CFR 241; (4) Comply with requirements for minimum insurance coverage, and for certifying that coverage to the Department, contained in 14 CFR 205; (5) Except as specifically exempted or o therwise provided for in a Department Order, comply with the requirements of 14 CFR 203, concerning waiver of Warsaw Convention liability limits and defenses; (6) Comply with all applicable requirements of the Federal Aviation Administration, the Transpo rtation Security Administration, and with all applicable U.S. Government requirements concerning security, including, but not limited to, 49 CFR Part 1544. To assure compliance with all applicable U.S. Government requirements concerning security, the hold er shall, before commencing any new service (including charter flights) to or from a foreign airport, contact its Principal Security Inspector (PSI) to advise the PSI of its plans and to find out whether the Transportation Security Administration has deter mined that security is adequate to allow such airport(s) to be served; (7) Comply with such other reasonable terms, conditions, and limitations required by the public interest as may be prescribed by the Department of Transportation, with all applicable orders and regulations of other U.S. agencies and courts, and with all applicable laws of the United States. The authority granted shall be effective only during the period when the holder is in compliance with the conditions imposed above.

1/2008

### Appendix B The code - share operations authorized here are subject to the following conditions: (a) The statement of authorization will remain in effect only as long as (i) United and AC rouge continue to hold the necessary underlying authority to operate the code - share services at issue, and (ii) the code - share agreement providing for the code - share operations remains in effect. (b) United and/or AC rouge , as appropriate, must notify the Department no later than 30 days before they be gin any new code - share service under the code - share services authorized here. Such notice shall iden tify the market(s) to be served and the date on which the service will begin. Such notice should be filed in Docket DOT - OST - 201 4 - 0 136 . 1 (c) United and/or AC rouge , as appropriate, must promptly notify the Department if the code - share agreement providing for the code - share operations is no longer effective or if the carriers decide to cease operating all or a portion of the approved code - share services. Su ch notice should be filed in Docket DOT - OST - 201 4 - 0136 . 2 (d) The code - sharing operations conducted under this authority must comply with 14 CFR 257 and with any amendments to the Department’s regulations concerning code - share arrangements that may be adop ted. Notwithstanding any provisions in the contract between the carriers, our approval here is expressly conditioned upon the requirements that the subject foreign air transportation be sold in the name of the carrier holding out such service in the compu ter reservation systems and elsewhere; that the carrier selling such transportation ( i.e., the carrier shown on the ticket) accept responsibility for the entirety of the code - share journey for all obligations established in its contract of carriage with th e passenger; that the passenger liability of the operating carrier be unaffected; and that the operating carrier shall not permit the code of its U.S. code - sharing partner to be carried on any flight that enters, departs, or transits the airspace of any ar ea for whose airspace the Federal Aviation Administration has issued a flight prohibition. (e) The authority to operate to third countries is subject to the condition that any service provided under the statement of authorization shall be consistent with all applicable agreements between the United States and the foreign countries involved. Furthermore, (i) nothing in the award of this blanket statement of authorization should be construed as conferring upon United rights (including code - share, fifth free dom intermediate and/or beyond rights) to serve markets where U.S. carrier entry is limited unless United notifies the Department of its intent to serve such a market and unless and until the Department has completed any necessary carrier selection procedu res to determine which carrier(s) should be authorized to exercise such rights; and (ii) should there be a request by any carrier to use the limited - entry route rights that are included in the authority of United by virtue of the blanket statement of autho rization granted here, but that are not then being used by United , the holding of such authority will not be considered as providing any preference for United in a competitive carrier selection proceeding to determine which carrier(s) should be entitled to use the authority at issue. 3 (f) The authority granted here is specifically co nditioned so that neither United nor AC rouge shall give any force or effect to any contractual provisions between themselves that are contrary to these conditions. We may ame nd, modify, or revoke the authority granted at any time without hearing at our discretion.

1 Pursuant to the Department’s Notice In the Matter of Blanket Notification of Code - Share Service to Ope n Skies Partners and Points dated February 9, 2009, the Joint Applicants have provided notification of their intent to display the “UA” designator code on flights AC rouge operates on behalf of Air Canada between any point or points in Canada or the U.S. a nd any point or points in any open - skies country. See Appendix C, for a list of initial code - share routes. 2 We expect this notification to be received within ten (10) days after such non - effectiveness or of such decision. 3 The notice in paragraph (b) ab ove can be used for this notification.

### Appendix C INITIAL LIST OF CODE - SHARE POINTS