\\DC - 036787/000001 - 3384631 v1 BEFORE THE DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

2012 CHICAGO – CANCUN COMBINATION SERVICE PROCEEDING ) ) ) ) Docket DOT-OST-2012-0001

COMMENTS OF FRONTIER AIRLINES, INC. Communications with respect to this document should be addressed to: Daniel Shurz Vice President, Planning and Strategy FRONTIER AIRLINES, INC. Frontier Center One 7001 Tower Road Denver, CO 80249 Robert E. Cohn Patrick R. Rizzi HOGAN LOVELLS US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 +1 202 637 4999/5659 robert.cohn@hoganlovells.com patrick.rizzi@hoganlovells.com Counsel for FRONTIER AIRLINES, INC.

March 26, 2012\\DC - 036787/000001 - 3384631 v1 BEFORE THE DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

2012 CHICAGO – CANCUN COMBINATION SERVICE PROCEEDING ) ) ) ) Docket DOT-OST-2012-0001

March 26, 2012
COMMENTS OF FRONTIER AIRLINES, INC. Frontier Airlines, Inc. (“Frontier”) submits these brief comments on the Department’s Order to Show Cause (Order 2012-3-10) tentatively awarding primary exemption authority to AirTran Airways, Inc. (“AirTran”) to provide scheduled foreign air transportation between Chicago and Cancun and backup exemption authority to Frontier. Frontier recognizes that Show Cause tentative decisions are almost never reversed and for that reason Frontier does not formally object to the Department’s determination. However, Frontier is disappointed by the Department’s decision to make the primary award to AirTran rather than Frontier, and to forego the unique opportunity presented by this proceeding to inject a committed low-fare LCC to compete head-to-head against the three U.S. and foreign legacy carriers’ (United, American and Aeromexico) high-fare services at O’Hare, the primary international airport of choice for the City of Chicago. Frontier agrees with the Department’s determination not to give any credit to theComments of Frontier Airlines, Inc. Page 2

\\DC - 036787/000001 - 3384631 v1 illusory network benefits that Southwest/AirTran claimed would be derived from the future integration of AirTran’s and Southwest’s operations. And, Frontier supports the Department’s award to Frontier of back-up authority if AirTran abandons the market. In this and other limited-authority proceedings, Southwest/AirTran has adopted the mantle of the large legacy airlines, arguing that bigger is better. Southwest/AirTran has indeed become a behemoth legacy airline with all of the attributes of that group, including market dominance and ever increasing average fares. In fact, Southwest proudly boasts that it is now the largest U.S. airline in terms of passengers. But larger isn’t always better. As Frontier demonstrated, Southwest’s average domestic yield is now 30% higher than Frontier’s. Frontier’s Answer, Exhibit A-8. And, as Frontier has shown, Frontier has lower fares than Southwest in 19 Denver markets where the two carriers compete head-to-head. Given the relatively few remaining LCCs, the Department should use the award of limited-authority rights to bolster the ability of smaller LCCs to compete more effectively against the legacy carriers, including Southwest, as a means to maximize low-fare consumer benefits. For the reasons stated above, Frontier does not object to the Show Cause Order. Frontier is eager to begin scheduled service on this route if and when its back-up authority is activated.Comments of Frontier Airlines, Inc. Page 3

\\DC - 036787/000001 - 3384631 v1 Respectfully submitted,

____________________________ Robert E. Cohn Patrick R. Rizzi HOGAN LOVELLS US LLP 555 Thirteenth Street, NW Washington, DC 20004 +1 202 637 4999/5659 Counsel for FRONTIER AIRLINES, INC.\\DC - 036787/000001 - 3384631 v1 CERTIFICATE OF SERVICE I hereby certify that a copy of the foregoing Comments of Frontier Airlines, Inc. has been served this 26th day of March, 2012, upon each of the following addressees: bob.kneisley@wnco.com; paul.gretch@dot.gov; brian.hedberg@dot.gov; esta.rosenberg@dot.gov; brett.kruger@dot.gov; urskr@state.gov; rosemarie.sandolino@cityofchicago.org; info@airlineinfo.com

Jonathan Echmalian