BEFORE THE DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.
Joint Application of UNITED AIRLINES, INC. and SKYWEST AIRLINES, INC. for an exemption pursuant to 49 U.S.C. § 40109 and designations (Houston-Monterrey, Mexico) Docket DOT-OST-2014-_ and Docket DOT-OST-2014-

JOINT APPLICATION OF UNITED AIRLINES, INC. AND SKYWEST AIRLINES, INC. FOR AN EXEMPTION AND DESIGNATIONS
Communications with respect to this document should be sent to: Steve Morrissey Vice President-Regulatory & Policy UNITED AIRLINES, INC. 1225 New York Avenue, NW Suite 1100 — DCAIZ Washington, DC 20005 (202) 521-4373 steve.morrissey&united.com
Daniel A. Weiss Managing Director-International Affairs and Regulatory UNITED AIRLINES, INC. 233 South Wacker Drive l Oth Floor — HDQIZ Chicago, IL 60606 (872)825-6828 dan.weiss@united.com
Todd Emerson General Counsel SKYWEST AIRLINES, INC. 444 South River Road St. George, UT 84790 (435) 634-3530 temerson@skywest.com

September 10, 2014 Thomas Newton Bolling Vice President and Deputy General Counsel Abby L. Bried Associate General Counsel-Regulatory, Alliances & International James Conneely Counsel-Regulatory UNITED AIRLINES, INC. 233 South Wacker Drive l lth Floor — HDQLD Chicago, IL 60606 (872)825-8068 (872)825-7415 (872)825-8311 thomas.bolling@united.com abby.bried@united.com james.conneely@united.com Gerald F. Murphy Steven J. Seiden CROWELL & MORING LLP 1001 Pennsylvania Avenue, NW Washington, DC 20004 (202) 624-2500 gmurphynu,crowell.com sseiden(

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Counsel for United Airlines, Inc. and SkyWest Airlines, Inc.

NOTICE: The Joint Applicants have requested 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 an exemption pursuant to 49 U.S.C. § 40109 and designations (Houston-Monterrey, Mexico)

------------------------------------------------------------------- JOINT APPLICATION OF UNITED AIRLINES, INC. AND SKYWEST AIRLINES, INC. FOR AN 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 provide scheduled foreign air transportation of persons, property and mail between Houston and Monterrey, Mexico beginning on or about March 5, 2015, provided all necessary approvals have been secured. In addition, the Joint Applicants request a U.S.-Mexico operating carrier designation for SkyWest on this route and a marketing carrier designation for United to permit United to display its "UA*" designator code on SkyWest's flights. The Joint Applicants ask that the requested authority become effective as soon as possible 2 and that the authority 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 thenecessary notices to Mexican authorities confirming the carriers' authority to serve the HoustonMonterrey route.

1 Common names are used for airlines.
Z The Joint Applicants will conduct a poll of all carrier representatives listed on the attached 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 authority to SkyWest will permit the Joint Applicants to tailor capacity to demand for Houston-Monterrey service by using SkyWest's CRJ-700 and CRJ-900 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-Monterrey flights well in advance of operations, which they plan to commence on or about March 5, 2015, provided all necessary approvals have been secured.
2. SkyWest will operate these Houston-Monterrey flights pursuant to a capacity purchase agreement with United. SkyWest's United Express service will be substituted for the mainline service that United currently provides on this route, subject to the Joint Applicants' receipt of all necessary approvals. 3
3. The Joint Applicants' service on the Houston-Monterrey route will continue to provide substantial consumer benefits by maintaining 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 route 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 this route. 

### SeeOrder 92-5-20 (issuing Continental's certificate authority for Route 629, including HoustonMonterrey). By Order 2011-3-14, the Department reissued authorities previously issued only to United or Continental, including the Route 629 certificate authority, in the name of "Continental Airlines, Inc. and/or United Air Lines, Inc." By Order 2013-4-11, the Department reissued 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 points 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 Monterrey (see U.S.-Mexico Agreement, Annex I, B(5)) and permits such designated airlines to enter into cooperative marketing arrangements with other airlines 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 nonstop city pair segment. See id., Annex III(3). Sufficient designations are available for SkyWest to operate on the Houston-Monterrey route and for United to codeshare on the SkyWest-operated services. Inasmuch as SkyWest's United Express service will replace United's existing mainline service, no additional designation 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), andNotices of Action Taken dated July 29, 2014 in Dockets DOT-OST-2014-0100 and DOT-OST2014-0101 (Houston-Puerto Vallarta/San Jose del Cabo, Mexico) and June 5, 2014 in Docket

4 To ensure that United's mainline service on this route is not disrupted, United will retain its operating designation until the Department has taken action on the Joint Application, the Joint Applicants have begun providing the service requested herein, and United has given notice to the Department that its operating designation is no longer required.Joint Application of United and SkyWest

Page 4
DOT-OST-2014-0088 (Washington, D.C.-San Jose del Cabo, Mexico); and SkyWest: Order 2011-12-11 at 4(continuing fitness review), Order 2008-4-26 (Blanket Open Skies), and Notices of Action Taken dated August 21, 2014 in Dockets DOT-OST-2006-25495 and DOT-OST-2007- 29016 (Salt Lake City-Guadalajara/Mazatlan/San Jose del Cabo/Puerto Vallarta, Mexico) andMay 12, 2014 in Dockets DOT-OST-2014-0060 and DOT-OST-2013-0114 (Los AngelesLeon/Guanajuato, Mexico). Pursuant to Rule 24 of the Department's Rules of Practice, the Joint Applicants request that the Department take official notice of all information and data that have been filed to establish their fitness. WHEREFORE, the Joint Applicants urge the Department to grant immediately the requested exemption authority and corresponding designations and whatever other relief that the Department may deem necessary or appropriate. Respectfully submitted, CROWELL & MORING LLP

Gerald F. Murphy Steven J. Seiden murphykcrowell.com sseiden e ,crowell.com
Counsel for United Airlines, Inc. and SkyWest Airlines, Inc. September 10, 2014CERTIFICATE OF SERVICE

I certify that I have this date served the foregoing document on the following persons in accordance with the Department's Rules of Practice. bob.kneisleygwnco.com leslie.abbott@wnco.com msinickkssd.com howard.kassn,aa.com robert. wirick(a),aa. com robert. cohnkho ganlovell s. com patrick.rizzikho ganlovel ls. com pmurphykg gh-airlaw. com jhillkcoole, . perkmannkcoole

. . ~ sascha.vanderbellen(a),delta.com sainetta.c.bamett@delta.com chris. walkern,delta. com dkirsteink 4 yklaw. com jyounggyklaw.com thomas.tingksuncountry.com john.fredericksengsuncountry.com matwoodgcozen.com barbara.russell (

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a,virginamerica. com j ohn. varleykvirginamerica. com anita.mo snerghklaw. com j ennifer.nowakghklaw.com dwight.moore(atranscom.mil j ohn. s. duncankfaa. gov en lets e ,state.gov

Jo re Jackson September 10, 2014