353591/1/WASHINGTON BEFORE THE DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

) Joint Application of ) ) ALASKA AIRLINES, INC. and ) HORIZON AIR INDUSTRIES, INC. ) Docket DOT-OST-2008-0198 ) under 14 C.F.R. 212 for statements of authorization ) permitting codeshare services ) )

JOINT APPLICATION FOR AMENDMENT OF STATEMENTS OF AUTHORIZATION

Communications with respect to this document should be addressed to: Charles F. Donley II Marshall S. Sinick Squire Sanders (US) LLP 1200 19th Street, N.W., Suite 300 Washington, D.C. 20036 (202) 626-6840 charles.donley@squiresanders.com marshall.sinick@squiresanders.com Counsel to Alaska Airlines, Inc. and Horizon Air Industries, Inc.

DATED: March 27, 2014353591/1/WASHINGTON BEFORE THE DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

) Joint Application of ) ) ALASKA AIRLINES, INC. and ) HORIZON AIR INDUSTRIES, INC. ) Docket DOT-OST-2008-0198 ) under 14 C.F.R. 212 for statements of authorization ) permitting codeshare services ) )

JOINT APPLICATION FOR AMENDMENT OF STATEMENTS OF AUTHORIZATION Pursuant to 14 C.F.R. 212, Alaska Airlines, Inc. (“Alaska”) and Horizon Air Industries, Inc. (“Horizon”) (together, the “Joint Applicants”) hereby request amendment of the statements of authorization issued to them in the captioned docket to permit them to engage in expanded codeshare operations with Korean Air Lines Co., Ltd. (“Korean”). To provide maximum operating flexibility, the Joint Applicants request authority permitting them to display Korean’s two-letter designator code on flights operated by them (i) between points in the United States; and (ii) between points in the United States and Canada. To the extent necessary, the Joint Applicants request a waiver of the 45-day advance filing requirement contained in 14 C.F.R. 212.10(d)(2). 1 In further support of this application, the Joint Applicants state as follows:
1. Alaska’s headquarters is located at 19300 International Boulevard, Seattle, Washington. Alaska is incorporated under the laws of the State of Alaska and is a wholly-owned

1 The Joint Applicants and Korean have previously filed in this docket their codeshare agreement, and submitted blanket notice of their intention to serve U.S. and Canadian points under the codeshare agreement.Joint Application of Alaska Airlines, Inc. and

Horizon Air Industries, Inc. Docket DOT-OST-2008-0198 March 27, 2014

2 353591/1/WASHINGTON subsidiary of Alaska Air Group, Inc. (“AAG”). AAG is incorporated under the laws of the State of Delaware.
2. Horizon’s principal headquarters is located at 19521 International Boulevard, Seattle, Washington. Horizon is incorporated under the laws of the State of Washington and is a wholly-owned subsidiary of AAG.
3. Under the codeshare agreement between the Joint Applicants and Korean, Korean places its two-letter “KE” designator code on scheduled flights operated by the Joint Applicants between various U.S. domestic points, and between the U.S. and Canada. Flights operated by the Joint Applicants will connect with Korean’s flights arriving at its North America gateways. 2
4. The proposed codeshare services are consistent with the terms of the U.S.- Republic of Korea Air Transport Agreement, as amended (“Agreement”). The Agreementspecifically contemplates cooperative marketing arrangements such as the Alaska/HorizonKorean codeshare: In operating or holding out the authorized services on the agreed routes,

any designated airline of one Party may enter into cooperative marketing arrangements such as blocked space, code-sharing or leasing arrangements, with

2 The Joint Applicants hold all necessary underlying authority. Horizon is authorized by the Department to engage in interstate air transportation (Orders 84-7-79 and 98-7-6) and foreign air transportation between the United States and Canada (Order 96-9-17). Alaska has repeatedly been found fit, willing and able to provide interstate and foreign air transportation. See, e.g ., Order 2000-5-31. Alaska holds a certificate authorizing it to serve Canada (Order 2007-7-3). The Department is requested to take official notice of the Joint Applicants’ continuing fitness. Korean holds from the Department a foreign air carrier permit authorizing Korean to engage in scheduled foreign air transportation of persons, property and mail between, inter alia, points in the Republic of Korea and points in the United States, and beyond. See, Order 2003-11-20.Joint Application of Alaska Airlines, Inc. and

Horizon Air Industries, Inc. Docket DOT-OST-2008-0198 March 27, 2014

3 353591/1/WASHINGTON a) an airline or airlines of either Party, and provided that all airlines in such arrangements 1) hold the appropriate authority and 2) meet the requirements normally applied to such arrangements. 3 The Department has previously found that codeshare services of the type proposed in this application are consistent with the bilateral. 4
5. The Joint Applicants and Korean will continue to comply with the requirements of 14 C.F.R. 257 in operating the codeshare services described in this application. WHEREFORE, Alaska Airlines, Inc. and Horizon Air Industries, Inc. respectfully request that the Department of Transportation grant them amended statements of authorization to engage in expanded codeshare operations with Korean Air Lines Co., Ltd. as more fully described herein, or grant such other relief as the Department deems necessary and appropriate. Respectfully submitted, /s/ Charles F. Donley II

_____________________________ Charles F. Donley II Marshall S. Sinick Squire Sanders (US) LLP 1200 19th Street, N.W., Suite 300 Washington, D.C. 20036 (202) 626-6840 charles.donley@squiresanders.com marshall.sinick@squiresanders.com Counsel to Alaska Airlines, Inc. and Horizon Air Industries, Inc. DATED: March 27, 2014

3 Article 8(7)

4 See, e.g., Statements of Authorization approving codesharing for Alaska/Horizon and Korean, Docket DOT-OST2008-0198; Statements of Authorization approving blanket codesharing for Korean and Delta Air Lines, Nos. 96- 762, 96-769 and 97-109.353591/1/WASHINGTON CERTIFICATE OF SERVICE

I hereby certify that one copy of the foregoing Joint Application has this day been served on each of the following individuals via telecopier, email or first class mail, postage prepaid.
/s/ Charles F. Donley II

________________________ Charles F. Donley II

DATED: March 27, 2014 sascha.vanderbellen@delta.com; sametta.c.barnett@delta.com steve.morrissey@united.com; dan.weiss@united.com patrick.rizzi@hoganlovells.com bob.kneisley@wnco.com howard.kass@aa.com; robert.wirick@aa.com jhill@dowlohnes.com mlbenge@zsrlaw.com dkirstein@yklaw.com pmurphy@lopmurphy.com; pmurphy@ggh-airlaw.com barbara.russell@virginamerica.com AGoerlich@ggh-airlaw.com Esta.Rosenberg@dot.gov rpommer@atlasair.com