BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

) Joint Application of ) ) CONTINENTAL AIRLINES, INC. ) Dockets DOT-OST-2010-xxxx and ) UNITED AIR LINES, INC. ) ) for allocation of seven U.S.-China frequencies ) (Los Angeles-Shanghai) ) )

JOINT APPLICATION OF CONT INENTAL AIRLINES, INC. AND UNITED AIR LINES, IN C. FOR ALLOCATION OF SEVEN U.S.-CHINA FREQUENCIES AND NOTICE OF ROUTE INTEGRATION Communications with respect to this document should be sent to the following:

HERSHEL I. KAMEN Vice President International, Regulatory and Policy UNITED AIR LINES, INC. and CONTINENTAL AIRLINES, INC. 1350 I Street, NW Washington, DC 20005-3389

DANIEL A. WEISS Managing Director, International Policy & Regulatory Affairs (HQSGV) THOMAS NEWTON BOLLING Managing Attorney, Regulatory (HQSLG) CONTINENTAL AIRLINES, INC. P.O. Box 4607 Houston, TX 77210-4607 MARY BARNICLE Director – International &

Regulatory Affairs (HDQIZ) UNITED AIR LINES, INC

. 77 West Wacker Drive Chicago, IL 60601

STEVE MORRISSEY Managing Director – International & Regulatory Affairs (DCAIZ) JEFFREY A. MANLEY Senior Advisor – Regulatory Affairs (DCAIZ) UNITED AIR LINES, INC. 1025 Connecticut Avenue, N.W. Washington, D.C. 20036 Phone: (301) 229-8571 jeffrey.manley@united.com DATED: October 12, 2010 NOTICE: Although answers to this applic ation are technically due on or before October 27, 2010, Continental and Un ited are requesting expedited treatment of this application. They will, therefore, poll air carrier representatives in the attached service li st and advise the Department of the results.BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

_________________________________________ ) Joint Application of ) ) CONTINENTAL AIRLINES, INC. ) Dockets DOT-OST-2010-xxxx and ) UNITED AIR LINES, INC. ) ) for allocation of seven U.S.-China frequencies ) (Los Angeles-Shanghai) ) ) DATED: October 12, 2010

JOINT APPLICATION OF CONT INENTAL AIRLINES, INC. AND UNITED AIR LINES, IN C. FOR ALLOCATION OF SEVEN U.S.-CHINA FREQUENCIES AND NOTICE OF ROUTE INTEGRATION

United 1/ requests allocation of seven weekly U.S. -China combination service frequencies to permit United to operate daily non-stop servic es between Los Angeles and Shanghai, China starting May 20, 2011. Continental gives the Departme nt notice of its integration of Los Angeles and Shanghai from two different routes and, to the extent necessary, requests authority to display its designator code on these fli ghts pursuant to the same-country code-share arrangement under the U.S.-China Air Services Agreement (“U.S. -China Agreement”) approved by the Department

in Docket DOT-OST- 2009-0193. In support of their requests, Continental and United (collectively, “Joint Applicants”) submit the following:

1. The Joint Applicants were recently permitted by the Departments of Justice and Transportation to close their merger agreement in which the two airlines are now owned by a single holding company known as United Continental Holdings, Inc. (“UCH”, formerly UAL Corp.). Although owned by UC H, Continental and United continue to operate under their

1/ Common names of carriers are used throughout.Joint Application of United and Continental Page 2

respective operating certificates granted by th e Federal Aviation Administration (FAA) until the FAA grants them a single operating certificate, which is estimated to occur in late 2011 or in

2012. United and Continental now wish to secure authority for daily Los Angeles-Shanghai nonstop services pending their receip t of a single operating certificate. Initiall y, United will operate Los Angeles-Shanghai services in its aircraft and Continental will code share on those flights using the carriers’ existing same -country code-share arrangement approved by the Department in Docket DOT-OST- 2009-0193. After the Joint Applican ts receive a single operating certificate, the planned service will continue in the name of United. To implement these joint services, United hereby requests the allocat ion to United of seven week ly combination U.S.-China frequencies to operate daily services betw een Los Angeles and Sh anghai and Continental requests, to the extent necessary, authority to display its designator code on United-operated Los Angeles-Shanghai services.

2. Under Annex V of the U.S.-China Agreement, there will be 35 weekly U.S. carrier combination frequencies available fo r allocation effective in March 2011. 2/ After granting the joint application, the Department will still have 28 combination frequencies available next year

to allocate to other inte rested U.S. carriers.

3. Both United and Continental hold the nece ssary underlying oper ating authority to operate services over this route. Los Angeles- Shanghai is an authorized city pair on United’s

Certificate of Public Convenien ce and Necessity for Route 246. See Docket DOT-OST-1997- 3020 (renewal application pending). United requ ires only the allocation of seven weekly combination frequencies in order to implement the services it proposes. Continental holds underlying economic authority to offer service to both Los Angeles and Shanghai on separate

2/ This number of available frequencies reflects the seven recently allocated to American. Notice of Action Taken dated October 7, 2010 in Docket DOT-OST-2010-0245.Joint Application of United and Continental Page 3

routes 3/ and hereby gives notice to the extent necessa ry that it will integrat e those two points in order to offer Los Angeles-Shanghai services by code sharing on United’s non-stop flights pursuant to Continental’s r oute integration authority. See, Order 2006-1-1.

4. The Department previously awarded the Jo int Applicants one of the three U.S. same-country code-share opportuni ties available under paragraph 4.b of Article 11 of the U.S.- China Agreement. 4/ By its terms, that authority allows Continental and United to code share

to/from China until such time as Air China and Continental conclude a code-share agreement

. Pursuant to paragraph 4.c of Article 11, once the code-share arrangement involving United, Air China and Continental is agreed and approved, th e Joint Applicants will automatically cease to need a same-country code-share opportunity under paragraph 4.b of Article 11. The Joint Applicants have agreed to advise the Department at such time as their arrangement includes Air China. Moreover, the Joint Appl icants do not anticipate that, even absent an agreement between Continental and Air China, they will use the sa me-country code-share op portunity indefinitely since both carriers are working to secure a si ngle operating certificate from the FAA and are completing their operational merger, after which th ere will be no separate code-share operations

on this route in the name of Continental.

3/ Continental has authority to serve Shanghai under its Certificate of Public and Necessity for Route 821 (Order 2007-12-26) and to serve Los Angeles under its Certificate Convenience and Necessity for Route 29-F (Order 2000-8-19). 4/ See, Notice of Action Taken dated September 4, 20 09 (“September 4, 2009 NOAT”), in Docket DOTOST-0193. Although the September 4, 2009 NOAT me ntions specific markets in which United and Continental will code share, this re ference seems informational and not limiting. In the event that the Department disagrees and believes that these referenc es limit the Joint Applicants’ code-share to the named markets, then United and Continental request that the September 4, 2009 NOAT be amended to include Los Angeles-Shanghai as an authorized code-share market.Joint Application of United and Continental Page 4

5. United will utilize B777-200 airc raft currently in its fleet 5/ for this service with the following schedule: (westbound) depart Los Angeles 13:33/arri ve Shanghai 17:55 (+1); and (eastbound) depart Shanghai 19:50/arrive Los Angeles 16 :47 (all times local). See exhibit

LAXPVG-1 . These flights will be timed to connect with services throughout the combined

networks of United and Continenta l as well as other Star Alliance and express carriers. United already operates at both Los Angeles and Shangha i and can start the propo sed services without delay. United has existing fuel suppliers at both stations and has adequate supplies to

accommodate this new service. United estimates th at the fuel consumption for this route will be approximately 19,896,705 gallons annually.

6. Allocation of seven frequencies to Un ited for the operation of joint code-share

service with Continental between Los Angeles and Shanghai is in the public intere st. This city pair is the largest U.S.-China O&D market a nd currently has no U.S. carrier operated non-stop service despite the fact that it receives daily non-stop servi ces by a Chinese carrier. Although

another U.S. carrier is al so proposing non-stop service ( see footnote 2, supra ), given the number of unused frequencies available and the relative ly large size of the market, competitive service by U.S. carriers is fully warranted. Moreover, United operates a hub at Los Angeles with 247 daily operations (including commute r and other code-share services ). United and Continental, along with their partners, o ffer services to 70 cities worldwide from Los Angeles. Based on the schedule proposed here there would be online connections to 32 cities westbound and 26 cities

eastbound. See exhibit LAXPVG-2

. 6/ Although United has a code-share arrangement with Air China, one of the Chinese combination carriers serving the United States, Air China does not

5/ United will initially use B777-200 aircraft confi gured with 253 seats (10F, 45C, 198Y) and, after approximately one month, will utilize B777-200 aircra ft configured with 269 seats (8F, 40C, 221Y). 6/ The connecting cities are those served by United, United Express and Continental, and the number would be even larger if connections on Star Alliance code-share part ners were included.CERTIFICATE OF SERVICE I hereby certify that I have this date served a copy of the foregoing document on all persons named below by causing a copy to be sent via email:

byerlyjr@state.gov ben.slocum@usairways.com carl.nelson@aa.com howard_kass@usairways.com jeff.morgan@delta.com sascha.vanderbellen@delta.com gmlindsey@lawa.org

Annalei Avanceña Advisor—Regulatory Affairs

Dated: October 12, 2010Exhibit LAXPVG-1



### UNITED AIR LINES Los Angeles – Shanghai Non-Stop Service Effective May 20, 2011

UA 877 Flight Number UA 878 Daily Frequency Daily B777-200 Equipment 7/ B777-200

13:33 Los Angeles (LAX) 16:47 │ (all times local) ˄ │ │ │ │ ˅ │ 17:55 Shanghai (PVG) 19:50

________ ________ 13:22 Elapsed Time 11:57

7/ As previously noted, United will utilize two diffe rent B777-200 aircraft at different stages of this service. See , fn.5, supra

.Exhibit LAXPVG-2



### UNITED AIR LINES Los Angeles – Shanghai Non-Stop Service

Online Connections

Eastbound Westbound

ABQ Albuquerque ABQ Albuquerque CLD Carlsbad BFL Bakersfield COS Colorado Springs BOI Boise DEN Denver BOS Boston ELP El Paso BWI Baltimore EWR Newark CLD Carlsbad FAT Fresno CLE Cleveland IAH Houston DEN Denver IYK Inyokern EWR Newark LAS Las Vegas FAT Fresno MRY Monterey IAD Washington-Dulles OKC Oklahoma City IAH Houston ORD Chicago JFK New York PDX Portland LAS Las Vegas PHX Phoenix MEX Mexico City PSP Palm Springs MRY Monterey SAN San Diego OKC Oklahoma City SAT San Antonio ORD Chicago SBA Santa Barbara PHL Philadelphia SBP San Luis Obispo PHX Phoenix SEA Seattle PSP Palm Springs SFO San Francisco RNO Reno SLC Salt Lake City SAN San Diego SMX Santa Maria SBA Santa Barbara TUS Tucson SBP San Luis Obispo YUM Yuma SEA Seattle SFO San Francisco SJC San Jose SMF Sacramento SMX Santa Maria TUS Tucson YUM Yuma