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

- 2014

-

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

- Puerto Vallarta/San Jose del Cabo) :

------------------------------------------------------------------------
JOINT APPLICATION OF UNITED AIRLINES, INC. AND SKYWEST AIRLINES, INC. FOR 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 & Competition U NITED 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

June 9 , 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 Chi cago, 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

- 2014

-

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

- Puerto Vallarta/San Jose del Cabo ) :

-------------------------------------------------------------- ----------
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 Puerto

Vallarta and San Jose del Cabo , Mexico , on the other hand, b eginning on or about November 1 , 201 4

. 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 authorit ies confirming the carriers’ authority to serve the Houston

- Puerto Vallarta/San Jose del Cabo 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

- Puerto Vallarta/San Jose del Cabo service by using SkyWest’ s 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 Houston

- Puerto Vallarta/San Jose del Cabo flights well in advance of operations, which they plan to comme nce on or about November 1 , 2014 , provided all necessary approvals

have been secured.

2. SkyWest will operate these Houston

- Puerto Vallarta/San Jose del Cabo flights pursuant to a capacity purchase agreement with United. SkyWest ’s United Express service wi ll

be substituted for the service that ExpressJet currently provides on these routes , subject to the Joint Applicants’ receipt of all necessary approvals. 3

3. The Joint Applicants’ service on the Houston

- Puerto Vallarta/San Jose del Cabo

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 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.

3 United already holds certificate authority to provide service on these route s

. See Order 2000

- 5

- 31 (reissuing Continental’s certificate authority for Route 561, including Houston

Puerto Vallarta/San Jose del Cabo ). By Order 2011

- 3

- 14, the Department reissued authorities previously issued only to United or Continental , including the Route 561 certificate authority, in the name of “Continental Airlines, Inc. and/or United Air Lines, Inc.” By Order 2013

- 4

- 11, the Department rei ssued the United/Continental authorities on a blanket 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

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 States 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 three airlines to provide scheduled combination services between any point or points in

the United States and Puerto Vallarta and San Jose del Cabo ( see U.S.

- Mexico Agreement,

Annex I, B( 5 ) ) and permits such designated airlines to enter into cooperativ e marketi ng 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

Puerto Vallarta/San Jose del Cabo route s and for United to codeshare on the SkyWest

- operated

services. Inasmuch as S kyWest’s United Express service on these routes will replace ExpressJet’s existing service , no additional designation s will be required

. 4

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

4 To ensure that Unite d 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 g iven notice to the Department that its operating designation s are no longer required.