### BEFORE THE

DEPARTMENT OF TRANSPORTATION

OFFICE OF THE SECRETARY WASHINGTON, DC

In the Matter of ) ) 2010 U.S.-Haneda Combination ) Docket DOT-OST-2010-0018 Services Allocation Proceeding ) )

APPLICATION OF UNITED AIR LINES, INC.

FOR AN ALLOCATION OF SLOTS

FOR U.S.-HANEDA COMBINATION SERVICE

Communications with respect to th is document should be addressed to:

JULIE OETTINGER Managing Director – International & Regulatory Affairs UNITED AIR LINES, INC. 1025 Connecticut Avenue, NW

Suite 1210 Washington, DC 20036

MARY BARNICLE Manager – International & Regulatory

Affairs UNITED AIR LINES, INC. 77 West Wacker Drive, HDQIZ Chicago, IL 60601 BRUCE H. RABINOVITZ

DAVID HEFFERNAN

WILMER CUTLER PICKERING

HALE AND DORR LLP 1875 Pennsylvania Avenue, NW Washington, DC 20006 (202) 663-6000 (Phone) (202) 663-6363 (Fax)

bruce.rabinovitz@wilmerhale.com

david.heffernan@wilmerhale.com

Counsel for UNITED AIR LINES, INC.

DATED: February 16, 2010

### TABLE OF CONTENTS

Application of United Air Lines, Inc. for an

Allocation of Slots for U.S.- Haneda Combination Service

Page

I. Introduction. 1

II. United Was a Key Supporter of the U.S.-Japan Open 4 Skies Agreement, Which is the Essential Predicate to Enabling Scheduled U.S.-Flag Service to Haneda.

III. Awarding United One of the Four Available Daily 5 Slot Pairs (For Haneda Se rvice from San Francisco)

Will Maximize Public Benefits.

IV. Responses to DOT Request for Information and Evidence. 13

### BEFORE THE

DEPARTMENT OF TRANSPORTATION

OFFICE OF THE SECRETARY WASHINGTON, DC

In the Matter of ) ) 2010 U.S.-Haneda Combination ) Docket DOT-OST-2010-0018 Services Allocation Proceeding ) )

DATED: February 16, 2010

APPLICATION OF UNITED AIR LINES, INC.

FOR AN ALLOCATION OF SLOTS

FOR U.S.-HANEDA COMBINATION SERVICE

Pursuant to Order 2010-1-17 (January 26, 2010) (the “Instituting Order”), United

Air Lines, Inc. (“United”) submits this applic ation for one (1) of the four pairs of daily

U.S.-Haneda slots that are available for allo cation to U.S. carriers under the U.S.-Japan

Memorandum of Understanding, initialed on December 11, 2009 (“2009 MOU”). United

will use these slots to introduce daily nonstop combination service between San

Francisco and Tokyo Haneda Internati onal Airport using Boeing 777 aircraft.

I. Introduction.

By Order 2010-1-17, the Department institut ed this proceeding and invited U.S.

carriers to file applications for an allocati on of slots to operate daily nonstop scheduled

combination services at Tokyo’s Haneda Interna tional Airport. A total of four daily slot

pairs will become available after Haneda’s f ourth runway becomes operational (currently

scheduled for October 2010) and the 2009 MOU is signed, thereby implementing the

U.S.-Japan Open Skies Agreement. As explained in the Instituting Order, the

### Application of Unite d Air Lines, Inc. Page 2

Department intends to conduct the proceeding with reduced evidentiary requirements “in

a manner that will facilitate our reaching a prompt final decision” and “prompt utilization

of the slots at issue here.” 1 /



### United requests an allocation of one (1) pair of daily U.S.-Haneda slots in order to

introduce daily nonstop combin ation service between San Francisco and Tokyo Haneda

(SFO-HND) (Exhibit UA-1). 2 / 

### This service will be ope rated with B777-200XQ aircraft

currently in United’s fleet, w ith a total of 269 seats (Exhibit UA-2). United requests that

the Department allocate the sl ots for an indefinite period. 3 /

1 /

Order 2010-1-17, at 2. The IATA slot f iling deadline for the Winter 2010 traffic season is May 13, 2010. Accordingly, United requests that the Department make a final award of slots in this proceeding sufficiently in advance of that date to allow the slot recipients to prepare their filings in time to meet the IATA deadline.

2 /

United holds authority to operate combin ation service between San Francisco and Tokyo

Haneda. See United’s Certificate of Public Convenien ce and Necessity for Route 130 (Order 98- 6-22) (granting United authority to operate service between any point or points in the U.S., via any intermediate point or points, and any point or points in Japan, and any point or points beyond). The Department most re cently renewed this authority by Order 2003-10-12, which was due to expire on October 14, 2008. United timely filed an application to renew the authority on March 14, 2008 in Dockets DOT-OST-1996-1131/1248/1873, which extends the authority automatically pending the Department’s final acti on on the application under 5 U.S.C. § 558(c). Thus, United requires only an allocation of one pair of daily slots at Haneda in order to introduce its proposed San Francisco-Haneda service.

3 / United is fit, willing, and able to proper ly operate scheduled combination services in foreign air transportation, including the U.S.-Haneda service it is proposing here. See Orders 98- 4-3 and 2006-1-1. United is a Delaware corpor ation with its principal place of business at 77 West Wacker Drive, Chicago, Illinois 60601. United is a wholly-owned subsidiary of UAL Corporation. Both United and UAL Corporation are citizens of the United States of America within the meaning of 49 U.S.C. § 40102. United holds various certificates of public convenience and necessity and exemptions authoriz ing it to engage in scheduled foreign air transportation of persons, property and mail. Unite d requests that the Department take official notice, pursuant to Rule 24 of its Rules of Prac tice, of all data previously filed to establish United’s fitness. 14 C.F.R. §§ 302.24(g), 302.303(c)(ii).

### Application of Unite d Air Lines, Inc. Page 3

United’s proposed San Francisco-Tokyo Haneda service would maximize the

public benefits available from an award of these slots. Many of these benefits are

detailed in Section III below, a nd may be summarized as follows:

• United’s San Francisco-Haneda propos al will establish nonstop scheduled combination service between United’s primary U.S. hub gateway for Asia services and Tokyo’s downtown airport.

• United’s proposed Haneda service will benefit from strong local demand for Tokyo service from the greater San Fran cisco metropolitan area, which is one of the largest local O&D markets for Tokyo service in the United States.

• United’s proposed San Francisco-Tokyo Haneda service will offer strong connectivity at both ends of the route:

o San Francisco is a popular, conveni ent, non-circuitous gateway for passengers traveling to Tokyo from cities across the entire mainland United States. United’s nonstop service to Haneda from its west coast hub

at San Francisco International Air port will allow it to offer online

connections between Haneda and a total of 27 airports in addition to SFO.

o At Haneda, passengers will benefit from United’s code-share alliance with All Nippon Airways (“ANA”) and its wholly-owned subsidiary, Air Japan, which will enable United to maximize connecting service opportunities via Haneda w ith cities in Japan and other Asian countries.

• United’s proposed flight schedule will maximize connecting service options for the greatest possible number of U.S. consumers.

• United’s proposal – featuring a West Co ast gateway at San Francisco – is well structured to respond to strong U.S. mainland demand for well-timed service to Tokyo’s close-in Haneda Airport.

• United’s choice of aircraft (the B7 77-200XQ with a three-class seatingconfiguration) is well suited for service to Haneda and will provide a highlevel of passenger options and co mfort on these long-haul flights.

• United’s B777 aircraft will provide ample cargo capacity between San Francisco (where United opera tes a cargo hub) and Haneda.

### Application of Unite d Air Lines, Inc. Page 4

• United’s experience in serving U.S.-Japan and U.S.-Asia markets and its strong market presence in the U.S. and Asia will enable United to make the

best use of the available slots.

II. United Was a Key Supporter of the U.S. -Japan Open Skies Agreement, Which is the Essential Predicate to Enabling Scheduled U.S.-Flag Service to Haneda.

This proceeding – and, more importantly, the valuable opportunities it presents for

U.S. carriers to re-introduce scheduled servi ce at Haneda – would not be possible but for

the U.S. Government’s successful negotiation of an Open Skies Agreement with Japan.

The Department and the negotiating team le d by Deputy Assistant Secretary John Byerly

deserve enormous credit for securing this landmark agreement, which will liberalize

restrictions on U.S. passenger and cargo services , some of which have been in effect for

more than 50 years. As Assistant Secr etary Kurland recently noted, the Open Skies

Agreement “has the potential to be truly tran sformative for travelers and shippers, not only

between the U.S. and Japan, but in markets th roughout Asia. It will offer both U.S. and

Japanese airlines new opportunities to matc h service with consumer demand . . . .” 4 /



### United was a consistent and vigorous suppor ter of the U.S. Government’s efforts

to persuade the Japanese Government to en ter into an open skies agreement. United

committed substantial resources and effort ove r many years to the cause of persuading

the Japanese Government, other airlines, a nd key stakeholders as to the substantial

commercial opportunities and public benefits such an agreement would provide.

4 /

Remarks of Susan Kurland, Assistant Secr etary for Aviation and International Affairs, U.S. Department of Transportation, at the Conf erence of the American Bar Association’s Forum on Air & Space Law, Washington, DC, Jan. 27, 2010, at 1-2.

### Application of Unite d Air Lines, Inc. Page 5

The opportunity for U.S. scheduled ca rriers to again serv e Tokyo’s close-in

Haneda Airport is a key benefit of the Open Skies Agreement. Given the potential value

of Haneda services to U.S. consumers a nd the limited number of Haneda service

opportunities that are available to U.S. carriers, it is im perative that the Department

allocate the available slots to the carriers that can maximize the benefits of Haneda

service for the largest possible number of U. S. passengers. As explained further in

section III below, United’s proposed Haneda se rvice from San Francisco, its primary U.S.

hub/gateway for Asia services, clearly will rank among the four service proposals that

offer the greatest public benefits.

III. Awarding United One of the Four A vailable Daily Slot Pairs (for Haneda Service from San Francisco) Will Maximize Public Benefits.

In the Instituting Order, the Department (following the approach it has taken in

past allocation proceedings) ma kes clear that its “principal objective” in allocating the

slots at issue here is “to maximize the public benefits that will result from introducing

U.S.-flag carrier service in the U.S.-Haneda market.” 5 / 

### To achieve that objective, the

Department will have to “consider which appl icant or applicants will most likely offer

and maintain service that best meets the needs of the traveling and shipping public.” 6 /



### The Department “will also consider the effect s of the applicants’ service proposals on the

overall competitive environment, including effects on the market structure and on

5 / Order 2010-1-17, at 1.

6 / Id . at 1-2.

### Application of Unite d Air Lines, Inc. Page 6

competition in the U.S.-Japan market.” 7 / 

### Because the U.S.-Japan market already is

highly competitive and will remain so after the slots at issue in this proceeding have been

allocated and are in use, the Department, in weighing the public benefits that each

applicant’s proposed service would offer, should focus primarily on the comparative

service advantages of each proposal. In addi tion, the Department plans to “consider other

factors historically used for car rier selection, where relevant.” 8 / 

### In this case, the relevant

public benefit considerations di ctate awarding one of the four pairs of daily Haneda slots

to United for service at San Francisco.

No carrier currently may provide sche duled nonstop U.S.-Haneda service, even

though Haneda, with its convenient location in close proximity to downtown Tokyo and

extensive connections to other cities in Japa n and Asia, is an attr active airport for such

service. Given the limited number of slots av ailable for U.S. carrier service at Haneda, it

is imperative that the Department select the pr oposals that will best meet the needs of the

greatest number of U.S. consumers, includ ing both nonstop and connecting passengers.

United’s proposed SFO-HND service using B 777 aircraft will certainly rank among the

top four proposals in this respect.

The combination of substantial loca l San Francisco-Tokyo O&D traffic and

convenient online one-stop c onnections to and from Hane da via San Francisco for

passengers from 27 other airports, which together account for 40% of all U.S.-Tokyo

7 / Id. at 2.

8 / Id

.

### Application of Unite d Air Lines, Inc. Page 7

passengers, will deliver high load factors fo r United’s San Francisco-Haneda service

(Exhibit UA-3). The projected high level of demand for United’s proposed service is not

surprising because the Western United Stat es accounts for 36% of all U.S.-Tokyo O&D

traffic, with California alone accounting for 27% of all such traffic (Exhibits UA-4, UA5).

The flight-hour restrictions on scheduled U.S. mainland service at Haneda make

gateways located in the midwestern, central, southern and eastern regions of the U.S.

mainland less attractive because the flight timings would not be as conducive to

maximizing connecting service opportunities for U.S. passengers as a West Coast

gateway. United’s SFO-HND proposal also has distinct advantages for U.S. passengers

as compared to instituting Haneda service at Hawaii, Guam or Saipan, which would

benefit primarily Japanese-origin travelers. Moreover, those markets already enjoy

charter service to Haneda, and will continue to do so. Indeed, with their focus on leisure

travelers, these markets are better suited to charter servi ce, which does not require an

allocation of slots in this proceeding. T hus, United’s San Francisco hub is the ideal

location for Haneda service due to its geogr aphical location, strong local market demand,

and ability to provide convenient connections at a large number of U.S. cities that

together account for more than half of the total U.S. mainland passenger traffic to Tokyo

(Exhibit UA-6).

In brief, the public benefits of United’ s proposed San Francisco-Haneda service

include the following:

### Application of Unite d Air Lines, Inc. Page 8

Strong Local Market Demand. The San Francisco-Tokyo market is the third

largest U.S.-Tokyo local O&D market (Exhibit UA-7). All of those passengers will

benefit directly from United’s nonstop service to Haneda.

Maximizing Connecting Service Op portunities For U.S. Passengers. Tokyobound passengers from throughout the United States will benefit from the connecting

service opportunities at United’ s San Francisco hub. United offers service to 57 U.S.

destinations from SFO, with 242 daily departures. 9 / 

### That extensive connectivity will

allow United to offer well-timed online, singl e-connect roundtrip serv ice to Haneda from

27 airports behind San Francisco. 10 /



### Passengers will further benefit from Un ited’s alliance with ANA and its whollyowned subsidiary, Air Japan, which serve more than 40 nonstop destin ations in Japan and

Asia from Haneda (Exhibit UA-10). To be sure , the flight-hour restri ctions applicable to

U.S. carrier service at Haneda – which will on ly permit flight arrivals at Haneda after 10

p.m. and departures from Haneda to the U.S. mainland after midnight – inevitably will

limit connecting service opportunities for all applicants, pa rticularly for connections to

points beyond Haneda on westbound flights. Th e Department, nevertheless, should make

the most of the opportunities that do exist by givi ng preference to slot applications from

carriers that can maximize conne cting service options at Hane da despite the restrictions

on the number of U.S. carrier flights and the timi ng of those flights at the airport. United

9 /

Exhibits UA-8, UA-9; OAG, Feb. 2010.

10 /

Exhibit UA-3. In addition, 13 other U.S. airports will receive one-way, single-connect

service on United to or from Haneda via San Francisco.

### Application of Unite d Air Lines, Inc. Page 9

is particularly well situated to do just that. Based on ANA’s and Air Japan’s current

schedules, United will be able to offer 19 eas tbound connections from 11 airports behind

Haneda (Exhibit UA-11) as soon as its proposed SFO-HND serv ice is initiated. 11 /



### Beyond that, United plans to work with ANA to re-time flights to improve connecting

service opportunities at Haneda, and United e xpects those opportuni ties to improve over

time as capacity at Haneda increases and the airport continues to be opened to additional

U.S. and other international services. In part icular, ANA is likely to increase its services

at Haneda, including the introduction of its own service to the United States from the

airport. This should provide ANA a significan t additional incentive to re-time its intraAsia flights to improve connections with U. S. transpacific flights, thereby generating

opportunities not only for ANA but also for Un ited to build more and better-timed

connections at Haneda. Thus, United – both immediately upon implementing its San

Francisco-Haneda service and over the longer term – will be able to offer passengers

superior connecting service opti ons at Haneda. Such connections constitute an important

benefit for U.S. passengers and another co mpelling reason why the Department should

award a pair of Haneda slots to Un ited for its San Francisco service.

Effect on Market Structure and Co mpetition in U.S.-Japan Air Services. In

terms of market structure, U.S. mainland de mand for service to Tokyo is heavily focused

11 /

All of these connections would involve a c onnecting time at Haneda of less than five hours. Due to the prohibition against U.S. carri er arrivals at Haneda before 10 p.m., current

schedules would not allow for westbound connec tions beyond Haneda within a comparable connecting timeframe.

### Application of Unite d Air Lines, Inc. Page 10

in the western states, which account for 36% of all U.S.-Tokyo O&D traffic, with

California alone accounting for 27% of all su ch traffic (Exhibits UA-4, UA-5). United’s

Haneda service at its San Francisco hub will maximize benefits for U.S. passengers

because it is ideally located and has extensive co nnections, particularly to cities located in

the western states that collectively account for such a high percentage of total U.S.

demand for service to Tokyo.

The market for air services between the United States and Japan is already highly

competitive and will become even more so after the Open Skies Agreement becomes

effective. Today, no fewer than eight diffe rent carriers (four U.S.-flag, two Japaneseflag, and two third-country ca rriers) operate nonst op service between the U.S. mainland

and Tokyo. 12 / 

### Under the 2009 MOU, designation a nd frequency restrictions on U.S.

carriers will be abolished, and additional slots at Tokyo’s Narita Airport will become

available. Thus, service offerings to Japa n by U.S. carriers will be even more numerous

and diversified than at present – so the market for U.S.-Japan air services is certain to

remain highly competitive in the future, whatever decision the Department makes here.

Against that background, United’s proposed Sa n Francisco-Haneda service will enhance

competition by giving passengers located acro ss the U.S. mainland the option to access

Tokyo’s downtown airport on United’s onlin e network via its San Francisco hub.

12 /

In addition, US Airways plans to introdu ce Phoenix-Tokyo Narita service in 2012. “US Airways Announces Slot Transaction With Delta Air Lines,” Aug. 12, 2009, available at http://phx.corporate-ir.net/phoenix.zhtml?c= 196799&p=irol-newsArtic le_print&ID=1319 (“US Airways will acquire from Delta the rights to operate daily service at two of the world’s most important business destinations – Sao Paulo, Braz il and Tokyo, Japan. . . . The Tokyo service is tentatively scheduled to operate from US Airways’ Phoenix hub using Airbus 330-200 aircraft.”).

### Application of Unite d Air Lines, Inc. Page 11

Superior Choice of Aircraft. Because of the B777-200XQ’s large, 269-seat

capacity, the aircraft will be able to handl e the demand for nonst op San Francisco-Tokyo

Haneda service. The B777-200XQ will featur e a three-cabin configuration, including 8

First Class, 40 Business Class, 107 Economy Plus, and 114 Economy Class seats (Exhibit

UA-2). In addition, the B777-200 XQ aircraft is well suited fo r this service because it

was designed for long stage length routes and features unmatched comfort along with

ideal passenger amenities for a long-haul flight . United is currently in the process of

upgrading the seating on its B777 aircraft and expects to use upgraded equipment for its

San Francisco-Haneda service. 13 / 

### United’s upgraded B777 will offer a broader range of

service options to the traveli ng public than any other carrier, including a First-Class cabin

with flat-bed seating and a total office e nvironment, an expande d Business-Class cabin

that also features flat-bed seats, and a capacious Economy-Class cabin featuring both

Economy Plus and Economy seating (Exhibit UA-2).

Award-Winning Customer Service. The high quality of United’s international

service will further assure th e success of its proposed San Francisco-Haneda offering.

United has won numerous awards for its inte rnational services, in cluding its existing

U.S.-Japan service (Exhibit UA-12), and there is every reason to expe ct that the service

13 /

United’s program to upgrade the seating on its B777 fleet is ongoing and will likelycontinue through 2012, but United expects that by the time it would introduce the San FranciscoHaneda service, upgraded B777 equipment will be available and the Haneda route will be among the first routes where United will deploy the upgraded B777.

### Application of Unite d Air Lines, Inc. Page 12

United is proposing to institute between San Francisco and Haneda will receive similar

plaudits.

Cargo Service Benefits. The B777 also will provide reliable year-round cargo

capacity for the long-haul San Francisco- Haneda (and broader U.S.-Japan/Asia)

market. 14 / 

### United Cargo operates a large car go hub at SFO with significant ground

network feeder service that is well positio ned to serve customers throughout the United

States. United also plans to offer a full range of international cargo products to shippers

in the U.S.-Haneda market, and sees strong demand for these products.

* * * * *

In conclusion, the Department should aw ard United a pair of daily slots to

introduce nonstop San Francisco-Haneda serv ice because United’s proposal offers a

unique set of consumer benefits. These in clude the combination of strong local O&D

market demand for San Francisco-Haneda se rvice and convenient online single-connect

roundtrip service options for passengers travelin g to and from an additional 27 airports.

This combination will generate maximum benef its for the largest possi ble number of U.S.

passengers, who will be offered convenient non stop or online service to Tokyo’s close-in

airport as well as to cities beyond Tokyo in Japan and elsewhere in Asia. Moreover,

these passengers will enjoy United’s award- winning international se rvice, along with the

tremendous capacity and comfort of United’s B7 77 aircraft. It is imperative that the

14 / According to United’s internal estimates, with full passenger loads, the B777 will have a cargo capacity of 20 tons per flight on the San Francisco-Haneda route.

### Application of Unite d Air Lines, Inc. Page 13

Department award these scarce and valuable operating rights to car riers that have the

resources and expertise to maximize the benefits of Haneda service for the U.S. traveling

public. United is amply qualified in this regar d, having long been a lead er in transpacific

services, and San Francisco is the optimal location for this service because it is United’s

primary hub/gateway for its network of services to Asia (Exhibit UA-13).

IV. Responses to DOT Request for Information and Evidence.

United has responded to Items 1 and 3 of Section II (“Request for Information and

Evidence”) of Appendix A to the Instituting Order in the foregoing text and supporting

exhibits to this Application. United re sponds to Items 2, 4, 5 and 6 as follows:

Item 2. A description of United’s cu rrent U.S.-Tokyo scheduled service is

set forth in Exhibit UA-14.

Item 4. As stated above, United will operate the San Francisco-Haneda

service using B777 aircraft. United currently has 52 B777 ai rcraft in its fleet, 46 of

which are being used to support existing inte rnational services (E xhibit UA-15). All of

United’s B777 aircraft comply with FAR-36. United will identify the specific aircraft to

be used for the San Francisco-Haneda service following United’s receipt of an award of

Haneda slots. It may be possible to accomm odate the introduction of the Haneda service

by re-timing some existing servic es without the need to discon tinue any other service, but

United will decide on any nece ssary service changes closer to the start date for the

Haneda service.

### Application of Unite d Air Lines, Inc. Page 14

Item 5. United’s estimated fuel cons umption for its proposed service is set

forth in Exhibit UA-16. United anticipates no di fficulty in obtaining fuel to operate its

proposed service.

Item 6. Responses to Interrogatories

(a) If the carrier is selected for primary authority, will it accept a

condition requiring institution of service by a date specified by the Department? What

date should the Department specify?

United will accept a slot alloca tion subject to a condition that it

must begin utilizing the slots by a date spec ified by the Department. United is prepared

to commence San Francisco-Haneda service by the later of 90 days following the date of

issuance of a final order allo cating Haneda slots or Octobe r 31, 2010 (which is the first

day of the IATA Winter 2010/2011 traffic season). United, however, requests that the

Department, in crafting any start-up conditi on for inclusion in a final order awarding

Haneda slots, take into account the partic ular challenges that w ill confront all U.S.

carriers as they prepare to introduce transpacific service at an overseas airport that is not

currently served by any U.S. scheduled carrier. The carriers that are awarded slots in this

proceeding will have to secure slot times at Haneda, establish a station at Haneda, and

arrange for all of the local airport facilities and services necessary to support long-haul

service to and from the United States, in cluding ensuring the availability of ground

support facilities and services during the nighttime hours of operation necessitated by the

flight-time restrictions applicable to U.S. ca rrier service at Haneda. In light of these

### Application of Unite d Air Lines, Inc. Page 15

unique challenges, United requests that the De partment recognize in its final order that

carriers may require greater flexibility in implementing service at Haneda than that

afforded by the condition the Department has im posed in other cases requiring carriers to

commence service within 90 days.

(b) If the carrier is selected for backup authority, will it accept a

condition that (i) permits it to implement th e authority within the first year should the

primary carrier withdraw from the market, and (ii) the authority expires at the end of one

year should the authority not be activated?

United will accept an award of ba ck-up authority subject to such a

condition.

(c) If an applicant is not awarded all of the pairs of slots that it

has requested, would the applicant accept par tial grant of its request? How would a

partial allocation be used, and w hat would the start-up date be , if different from above?

Also, what is the minimum number of pairs of slots that a carrier will accept?

United is seeking one (1) pair of daily slots for Haneda service.

United would not accept an award of fewe r than one (1) pair of daily slots.

(d) Rank, in order of prior ity and preference, the U.S. points

proposed for Haneda service for which the carrier seeks slot allocation in this

proceeding, and if awarded, the number of pairs of slots needed for each market.

United is only proposing service to Haneda from San Francisco

and requires only one (1) pair of daily slots for such service.

### Index of Exhibits for United

Docket DOT-OST-2010-0018

US1DOCS 7447620v1 

### EXHIBITS OF UNITED AIR LINES, INC.

NO. TITLE

UA-1 United’s Proposed Schedule For San Francisco – Tokyo Haneda Service

UA-2 United Will Operate SFO-HND Using Bo eing 777-200 Aircraft With 269 Seats;

United's B777-200 Aircraft Features Thr ee-Cabin Premium International Service

UA-3 United Will Offer Roundtrip Online Connec tions To Haneda From 27 Airports Via San Francisco; United’s Round Trip Onlin e Single Connections To SFO-HND (By Origin); United’s Round Trip Online Single Connections From HND-SFO (By Destination)

UA-4 The Western States Account For 36% Of All U.S. – Tokyo O&D Traffic

UA-5 California Has By Far The Most U.S. -Tokyo O&D Traffic Of Any State, With Almost Triple That Of The Next Largest State

UA-6 United’s SFO-HND Flight Will Reach More Than Half Of The Total U.S. To Tokyo

Demand

UA-7 San Francisco is Among The La rgest U.S. – Tokyo O&D Markets

UA-8 United Serves 57 U.S. Domestic Ai rports Nonstop To/From San Francisco

UA-9 United Operates An Extensive Domestic and International Service Network At Its

San Francisco Hub

UA-10 ANA Operates Nearly 200 Daily Depart ures To Over 40 Airports From TokyoHaneda

UA-11 United Will Offer 19 Eastbound Connections (From 11 Airports) Via Haneda To

San Francisco

UA-12 United Airlines’ Recent Awards

UA-13 San Francisco Is United's Primary Hub For Service To Asia

UA-14 United’s Current U.S. – Tokyo Nonstop Scheduled Services

UA-15 United's Existing Nonstop Routes Served With Boeing 777 Aircraft

UA-16 SFO-HND Projected Fuel BurnUnited’s Proposed Schedule Fors Proposed Schedule ForSan FranciscoSan Francisco–Tokyo Haneda ServiceTokyo Haneda ServiceDocket DOT-OST-2010-0018Exhibit UA-1Page 1 of 109:0517:1501:10777DailyHND-SFO11:3023:3519:05777DailySFO-HNDElapsedTimeArrivalDepartureEquipmentFrequencyFlightWinter 2010/2011 Schedule:09:2017:2000:00777DailyHND-SFO11:1522:2019:05777DailySFO-HNDElapsedTimeArrivalDepartureEquipmentFrequencyFlightSummer 2011 Schedule:United Will Operate SFOUnited Will Operate SFO-HND UsingHND UsingBoeing 777Boeing 777-200 Aircraft With 269 Seats200 Aircraft With 269 SeatsDocket DOT-OST-2010-0018Exhibit UA-2Page 1 of 3Boeing 777-200 XQInternational Premium Product8F/40C/107Y+/114Y = 269 TotalUnited's B777United's B777-200 Aircraft Features200 Aircraft FeaturesThree-Cabin Premium International ServiceCabin Premium International ServiceUnited’s International First Class Suites:Docket DOT-OST-2010-0018Exhibit UA-2Page 2 of 3Highlights• International first class suite reclines to a fully flat6’6” bed, that can be up to 23.5 inches wide• 15.4 inch flat panel screen with more than 150hours of on-demand programming including featurefilms and games• 20 XM music channels andApple iPod connections• 110v outlets: standard 110v power outlets requireno adapter• USB port: charges yourelectronics, mobile phone,digital camera• Noise cancelling headphones• 4 way lumbar support• Numerous stowage compartments and a coat hookUnited’s International Business Class SeatsDocket DOT-OST-2010-0018Exhibit UA-2Page 3 of 3Highlights• United is the first major U.S. carrier to offer flat bedseats in business class (November 2007). Notilting. No sliding. Perfectly flat, for perfect sleep.• 180 degree flat bed seat, which allows you tocompletely recline to a full 6’ 4” bed• 15.4 inch flat panel screen with more than 150hours of on-demand programming including featurefilms and games• 20 XM music channels andApple iPod connections• 110v outlets and USB port: standard 110v poweroutlets require no adapter• USB port: charges yourelectronics, mobile phone,digital camera• Noise cancelling headphones• Adjustable seat comfort: six way adjustableheadrest with four way lumbar supportUnited's B777United's B777-200 Aircraft Features200 Aircraft FeaturesThree-Cabin Premium International ServiceCabin Premium International ServiceUnited Will Offer Roundtrip Online ConnectionsUnited Will Offer Roundtrip Online ConnectionsTo Haneda From 27 Airports Via San FranciscoTo Haneda From 27 Airports Via San FranciscoSources: MIDT, CY2009. U.S. to Tokyo (HND/NRT). U.S. point of origin.OAG, November 2010, includes United Express.All flights are roundtrip connections using standard minimum/4 hr. maximum connecttimes based on November 2010 schedules. United anticipates slightly retiming someof these flights for optimal connections to SFO-HND.Docket DOT-OST-2010-0018Exhibit UA-3Page 1 of 4YEGLAXYVRYYJSEAPDXEUGBOIYYCSLCRNOACVRDDCICSMFSFOMODMRYFATLASSBPSBABURSNASANPHXDENORDSan Francisco Plus 23 U.S. Airports Below Account For 40% Of All U.S.-Tokyo O&D Industry PassengersSource: OAG, November 2010, includes United Express.All flights are roundtrip connections using standard minimum/4 hr. maximum connecttimes based on November 2010 schedules. United anticipates slightly retiming someof these flights for optimal connections to SFO-HND.Docket DOT-OST-2010-0018Exhibit UA-3Page 2 of 4United Will Offer Roundtrip Online ConnectionsUnited Will Offer Roundtrip Online ConnectionsTo Haneda From 27 Airports Via San FranciscoTo Haneda From 27 Airports Via San FranciscoCode City State Code City State Code City StateBOI Boise Idaho LAS Las Vegas Nevada SLC Salt Lake City UtahBUR Burbank California LAX Los Angeles California SAN San Diego CaliforniaYYC Calgary Alberta MOD Modesto California SBP San Luis Obispo CaliforniaORD Chicago Illinois MRY Monterey California SBA Santa Barbara CaliforniaCIC Chico California SNA Orange County California SEA Seattle/Tacoma WashingtonDEN Denver Colorado PHX Phoenix Arizona YVR Vancouver British ColumbiaYEG Edmonton Alberta PDX Portland Oregon YYJ Victoria British ColumbiaEUG Eugene Oregon RDD Redding CaliforniaACV Eureka/Arcata California RNO Reno NevadaFAT Fresno California SMF Sacramento CaliforniaUnited’s Round Trip Online Singles Round Trip Online SingleConnections To SFOConnections To SFO-HND (By Origin)HND (By Origin)Docket DOT-OST-2010-0018Exhibit UA-3Page 3 of 4Origin Destination AirlineFlight #Dept. Time Arvl.Time AircraftSource: OAG, November 2010, includes United Express.All flights are roundtrip connections using standard minimum/4 hr. maximum connecttimes based on November 2010 schedules. United has slightly retimed some of these flights foroptimal connections to SFO-HND.ACV SFO OO 6063 1555 1710 EM2BOI SFO OO 6159 1740 1820 CRJBUR SFO OO 6410 1655 1810 CRJCIC SFO OO 6193 1422 1520 EM2DEN SFO UA 735 1515 1654 319EUG SFO OO 6408 1512 1637 CRJFAT SFO OO 6258 1545 1635 EM2LAS SFO UA 544 1635 1806 320LAX SFO UA 170 1700 1810 319MOD SFO OO 6661 1705 1740 EM2MRY SFO OO 6662 1730 1809 EM2ORD SFO UA 973 1500 1735 763PDX SFO UA 96 1630 1812 319PHX SFO UA 94 1630 1731 320RDD SFO OO 6824 1435 1545 EM2RNO SFO OO 6616 1412 1516 CRJSAN SFO UA 930 1530 1701 319SBA SFO OO 6845 1550 1701 EM2SBP SFO OO 6203 1704 1815 EM2SEA SFO UA 204 1506 1710 320SLC SFO OO 6095 1645 1800 CRJSMF SFO OO 6010 1707 1758 EM2SNA SFO OO 6160 1505 1628 CR7YEG SFO OO 6115 1318 1533 CR7YVR SFO UA 887 1515 1734 319YYC SFO OO 6348 1330 1521 CR7YYJ SFO OO 6055 1530 1740 CRJUnited’s Round Trip Online Singles Round Trip Online SingleConnections From HNDConnections From HND-SFO (By Destination)SFO (By Destination)Docket DOT-OST-2010-0018Exhibit UA-3Page 4 of 4Origin Destination AirlineFlight #Dept. Time Arvl.Time AircraftSource: OAG, November 2010, includes United Express.All flights are roundtrip connections using standard minimum/4 hr. maximum connecttimes based on November 2010 schedules. United has slightly retimedsome of these flights for optimal connectionsfrom HND-SFO.SFO ACV OO 6041 1900 2015 EM2SFO BOI OO 6398 1955 2225 CRJSFO BUR OO 6131 2030 2139 CRJSFO CIC OO 6196 1845 1941 EM2SFO DEN UA 482 1850 2219 319SFO EUG OO 6503 1945 2121 CRJSFO FAT OO 6268 1905 1955 EM2SFO LAS UA 887 1915 2046 320SFO LAX UA 931 1900 2024 319SFO MOD OO 6650 2045 2125 EM2SFO MRY OO 6679 1902 1941 EM2SFO ORD UA 152 1845 45 319SFO PDX UA 544 1900 2043 752SFO PHX UA 496 1916 2212 320SFO RDD OO 6825 2115 2204 EM2SFO RNO OO 6597 1845 1937 CRJSFO SAN UA 901 1855 2022 752SFO SBA OO 6847 1855 2018 EM2SFO SBP OO 6531 1830 1936 EM2SFO SEA UA 479 1904 2103 319SFO SLC OO 6418 1845 2127 CRJSFO SMF OO 6092 1950 2035 EM2SFO SNA UA 140 1930 2104 320SFO YEG OO 6366 1945 2336 CR7SFO YVR UA 170 1913 2123 752SFO YYC OO 6414 1955 2335 CR7SFO YYJ OO 6124 1955 2208 CRJThe Western States Account ForThe Western States Account For36% Of All U.S.36% Of All U.S.–Tokyo O&D TrafficTokyo O&D TrafficDocket DOT-OST-2010-0018Exhibit UA-4Page 1 of 1Source: MIDT, CY2009. U.S. to Tokyo (HND/NRT). U.S.point of origin.Eastern U.S. = CT, ME, MA, NH, RI, VT, NJ, NY, PA, DE, DC, FL, GA, MD, NC, SC, VA, WV, PR, VI.Central U.S. = IL, IN, MI, OH, WI, AL, KY, MS, TN, IA, KS, MN, MO, NE, ND, SD, AR, LA, OK, TX.Western U.S. = AZ, CO, ID, MT, NV, NM, UT, WY, CA, OR, WA. Does not include Alaska.

Percentage of all U.S. to Tokyo O&D Passengers36%29%22%13%0%5%10%15%20%25%30%35%40%Western U.S. Eastern U.S. Central U.S. Hawaii / Guam /SaipanCalifornia Has By Far The Most U.S.California Has By Far The Most U.S.-Tokyo O&D TrafficTokyo O&D TrafficOf Any State, With Almost TripleThat Of The Next Largest StateOf Any State, With Almost TripleThat Of The Next Largest StateSource: MIDT, CY2009. U.S. to Tokyo (HND/NRT). U.S.point of origin.27%10%8%6%0%5%10%15%20%25%30%California New York Hawaii Texas

Percentage of all U.S. to Tokyo O&D PassengersDocket DOT-OST-2010-0018Exhibit UA-5Page 1 of 1United’s SFO-HND Flight Will Reach MoreHND Flight Will Reach MoreThan Half Of The Total U.S. To Tokyo DemandThan Half Of The Total U.S. To Tokyo DemandSources: MIDT, CY2009. U.S. to Tokyo (HND/NRT). U.S. point of origin.OAG, November 2010.Notes: Does not include demandfrom Canadian citiesthat connect to SFO-HND.* United anticipates slightly retiming some of theseflights for optimal connections to SFO-HND.** There are 6 one-way connections from U.S. via SFO to Tokyo-Haneda (BOS, CEC, IAD, JFK, MSP and OTH).Docket DOT-OST-2010-0018Exhibit UA-6Page 1 of 19%31%15%55%0%10%20%30%40%50%60%SFO LocalMarket27 Round TripConnections*One WayConnections**TotalCoverage

% Demand Coverage (U.S. to Tokyo)San Francisco is Among TheSan Francisco is Among TheLargest U.S.Largest U.S.–Tokyo O&D MarketsTokyo O&D MarketsSource: MIDT, CY2009. U.S. to Tokyo (HND/NRT). U.S.point of origin.LAX=LAX,SNA,BUR,ONT. NYC=EWR,JFK, LGA. SFO=SFO,SJC,OAK. CHI=ORD,MDW.83,68267,87751,70040,45728,075010,00020,00030,00040,00050,00060,00070,00080,00090,000100,000LAX NYC SFO HNL CHI

Annual U.S. to Tokyo O&D passengersDocket DOT-OST-2010-0018Exhibit UA-7Page 1 of 1United Serves 57 U.S. DomesticUnited Serves 57 U.S. DomesticAirports Nonstop To/From San FranciscoAirports Nonstop To/From San FranciscoDocket DOT-OST-2010-0018Exhibit UA-8Page 1 of 1Source: OAG, February 2010.Code City State Code City State Code City StateABQ Albuquerque New Mexico MCI Kansas City Missouri PHX Phoenix ArizonaASE Aspen Colorado LMT Klamath Falls Oregon PIT Pittsburgh PennsylvaniaAUS Austin Texas KOA Kona Hawaii PDX Portland OregonBFL Bakersfield California LAS Las Vegas Nevada RDD Redding CaliforniaBWI Baltimore Maryland LIH Lihue Hawaii RDM Redmond OregonBOI Boise Idaho LAX Los Angeles California RNO Reno NevadaBOS Boston Massachusetts OGG Maui Hawaii SMF Sacramento CaliforniaBZN Bozeman Montana MFR Medford Oregon SLC Salt Lake City UtahBUR Burbank California MSP Minneapolis/St. Paul Minnesota SAT San Antonio TexasORD Chicago-O'Hare Illinois MOD Modesto California SAN San Diego CaliforniaCIC Chico California MRY Monterey California SBP San Luis Obispo CaliforniaCOS Colorado Springs Colorado JFK New York-JFK New York SBA Santa Barbara CaliforniaCEC Crescent City California EWR Newark New Jersey SEA Seattle/Tacoma WashingtonDFW Dallas/Fort Worth Texas OTH North Bend Oregon GEG Spokane WashingtonDEN Denver Colorado ONT Ontario California STL St. Louis MissouriEUG Eugene Oregon SNA Orange County California TUS Tucson ArizonaACV Eureka/Arcata California MCO Orlando Florida IAD Washington-Dulles D.C.FAT Fresno California PSP Palm Springs CaliforniaHNL Honolulu Hawaii PSC Pasco WashingtonIAH Houston-Intercontinental Texas PHL Philadelphia PennsylvaniaUnited Operates An Extensive Domestic andUnited Operates An Extensive Domestic andInternational Service Network At Its San Francisco HubInternational Service Network At Its San Francisco HubDocket DOT-OST-2010-0018Exhibit UA-9Page 1 of 1Source: OAG, February 2010, includes United Express.United Operates Over 240 Daily Departures To 75 Airports From San FranciscoANA Operates Nearly200 Daily DeparturesANA Operates Nearly200 Daily DeparturesTo Over 40 Airports* From TokyoTo Over 40 Airports* From Tokyo-HanedaDocket DOT-OST-2010-0018Exhibit UA-10Page 1 of 1Source: OAG, February 2010, includes ANA subsidiaries.* ANA is scheduled to begin nonstop HND-TSA service beginning October 2010.HNDSource: OAG, November 2010. All intra-Asia segments operated by ANA / Air Japan.All flights are roundtrip connections using standard minimum/4 hr. maximum connecttimes based on November 2010 schedules.Docket DOT-OST-2010-0018Exhibit UA-11Page 1 of 2United Will Offer 19 Eastbound ConnectionsUnited Will Offer 19 Eastbound Connections(From 11 Airports) Via Haneda To San Francisco(From 11 Airports) Via Haneda To San FranciscoHNDOKAKMIKMJFUKHIJITMKIXYGJCTSAKJGMPSFODocket DOT-OST-2010-0018Exhibit UA-11Page 2 of 2Origin Destination Airline Flight # Dept. TimeArvl. Time AircraftAKJ HND NH 4738 1930 2115 763CTS HND NH 4798 2000 2140 735CTS HND NH 82 2040 2220 772CTS HND NH 4726 2100 2235 763CTS HND NH 4728 2130 2305 735CTS HND NH 970 2125 2310 767FUK HND NH 270 1945 2115 773FUK HND NH 272 2035 2205 767FUK HND NH 990 2130 2255 767GMP HND NH 1294 2020 2215 777HIJ HND NH 688 2045 2200 320ITM HND NH 40 2020 2130 773KIX HND NH 150 2120 2230 767KMI HND NH 618 2000 2135 320KMJ HND NH 650 2000 2135 320OKA HND NH 136 2000 2210 744OKA HND EL 992 2020 2230 735OKA HND NH 994 2100 2310 767YGJ HND EL 820 2000 2120 738United Will Offer 19 Eastbound ConnectionsUnited Will Offer 19 Eastbound Connections(From 11 Airports) Via Haneda To San Francisco(From 11 Airports) Via Haneda To San FranciscoSource: OAG, November 2010. All intra-Asia segments operated by ANA / Air Japan.All flights are roundtrip connections using standard minimum/4 hr. maximum connecttimes based on November 2010 schedules.2009 Awards:Best North American Airline – Travel Trade Gazette Asia And BusinessTraveller Asia-PacificUnited Mileage Plus Voted BestFrequent Flyer Rewards Program By Readers – Global TravelerLeading Edge Award For Best DomesticCarrier With Business Class Service – Executive Travel MagazineBest Overall Provider Of Airfare Deals – TravelzooBest Frequent Travel Programs And Offers (Elite Choice Competition) – Freddie Awards2008 Awards:Best North American Airline – Travel Trade Gazette Asia and Business Traveller Asia-PacificTraveler Innovation & Design Award 2008 (International First And Business Class Product) – Conde NastLeading Edge Award For Best DomesticCarrier With Business Class Service – Executive Travel MagazineBest Premium Economy Class In The World(2nd Year In A Row)– Business TravelerBest Frequent Flyer Program – Global TravelerTop 10 Airline Meals (CharlieTrotter) – aviation.comUnited AirlinesUnited Airlines’Recent AwardsRecent AwardsDocket DOT-OST-2010-0018Exhibit UA-12Page 1 of 1San Francisco Is United'sSan Francisco Is United'sPrimary Hub For Service To AsiaPrimary Hub For Service To AsiaDocket DOT-OST-2010-0018Exhibit UA-13Page 1 of 1Source: OAG, February 2010.Map hereSFOSINSGNBKKHKGTPEPVGPEKICNKIXNRTUnited Operates Six TranspacificRoutes From San Francisco Plus 7 Beyond (Intra-Asia) RoutesUnited’s Current U.S.s Current U.S.–TokyoNonstop Scheduled ServicesNonstop Scheduled ServicesDailyB747Washington (IAD) – Tokyo (NRT)DailyB777Seattle (SEA) – Tokyo (NRT)DailyB747San Francisco (SFO) – Tokyo (NRT)DailyB777Los Angeles (LAX) – Tokyo (NRT)DailyB777Honolulu (HNL) – Tokyo (NRT)DailyB747Chicago (ORD) – Tokyo (NRT)Docket DOT-OST-2010-0018Exhibit UA-14Page 1 of 1FrequencyAircraftUnited OperatedSource: OAG, February 2010. All of the above services are year-round.FrequencyAircraftUnited Codeshare (NH)DailyB777San Francisco (SFO) – Tokyo (NRT)DailyB777Chicago (ORD) – Tokyo (NRT)DailyB777New York (JFK) – Tokyo (NRT)DailyB777Los Angeles (LAX) – Tokyo (NRT)DailyB767Honolulu (HNL) – Tokyo (NRT)DailyB777Chicago (ORD) – Tokyo (NRT)United's Existing Nonstop RoutesUnited's Existing Nonstop RoutesServed With Boeing 777 AircraftServed With Boeing 777 AircraftDocket DOT-OST-2010-0018Exhibit UA-15Page 1 of 1Source: OAG, February 2010.Note: United currently has a fleet of 52 Boeing 777 aircraft. 46 are international configured 3-cabin aircraft,while 6 are domestic configured 2-cabin aircraftthat are currently being used to serve Hawaii.BRU-IAD GIG-GRU IAD-SFO NRT-PEKBRU-LHR GRU-IAD ICN-NRT NRT-SEACDG-IAD HNL-NRT ICN-SFO NRT-SINDEN-IAD HNL-ORD KIX-SFO OGG-ORDDEN-LAX HNL-SFO KOA-OGG OGG-SFODEN-ORD IAD-KWI KOA-ORD ORD-PEKDEN-SFO IAD-LAX LAX-LHR ORD-PVGDXB-IAD IAD-LHR LAX-NRT ORD-SFOFRA-IAD IAD-MUC LHR-SFO PEK-SFOFRA-ORD IAD-ORD MUC-ORD PVG-SFODocket DOT-OST-2010-0018Exhibit UA-16Page 1 of 1SFO-HND Projected Fuel BurnHND Projected Fuel BurnRouteAircraft DirectionPer Trip (gals) Per Trip (lbs) Per Year (gals) Per Year (lbs)106,215,00015,841,730291,00043,402Total47,815,0007,190,135131,00019,699EastboundB777-222ERHND-SFO58,400,0008,651,595160,00023,703WestboundB777-222ERSFO-HNDAssumptions:• Numbers are based on a standard routing• Aircraft operating at full capacity• Based on a full year of operations• Average of winter andsummer schedule withaverage wind conditions• Based on its current experience in serving Japan, United does not anticipate any difficulty in obtaining thenecessary fuel through its usual sources