UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D.C.

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1 Order Served: March 10, 2011 DEPARTMENT UNITED OF STATES TRANSPORTATION OF AMERICA UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D.C. Issued by the Department of Transportation on the 3rd day of February, 2011 Joint application of CONTINENTAL AIRLINES, INC., CONTINENTAL MICRONESIA, INC., AIR MICRONESIA, INC., and UNITED AIR LINES, INC. Docket DOT-OST for approval of a transfer of route authority under 49 U.S.C Joint application of AIR MICRONESIA, INC., CONTINENTAL AIRLINES, INC., and UNITED AIR LINES, INC. Docket DOT-OST for an exemption pursuant to 49 U.S.C Joint application of CONTINENTAL AIRLINES, INC., and COMPAŇÍA PANAMEŇA DE AVIACÍON, S.A. for approval of, and antitrust immunity for, alliance agreements under 49 U.S.C and Docket DOT-OST Joint application of UNITED AIR LINES, INC., and AIR NEW ZEALAND, LIMITED for approval of, and antitrust immunity for, alliance agreements under 49 U.S.C and Docket DOT-OST

2 2 Joint application of UNITED AIR LINES INC., and ASIANA AIRLINES, INC. Docket DOT-OST for approval of, and antitrust immunity for, alliance agreements under 49 U.S.C and Summary ORDER TRANSFERRING AUTHORITY By this order, we (1) grant the request of Continental Airlines, Inc. ( Continental Airlines ), Continental Micronesia, Inc. ( Continental Micronesia ), Air Micronesia, Inc. ( Air Micronesia ) (collectively, Continental ), and United Air Lines, Inc. ( United ) for approval of a transfer of route authority under section of Title 49 of the United States Code ( the Statute ); (2) transfer and amend the interstate and foreign scheduled certificates and certain other economic authorities currently issued to Continental and United; and (3) amend certain grants of antitrust immunity issued to Continental and United. The Application BACKGROUND On May 2, 2010, Continental, UAL Corporation ( UAL ), and UAL s subsidiary, JT Merger Sub, Inc. ( JT Merger Sub ), 1 entered into an Agreement and Plan of Merger ( Merger Agreement ) whereby Continental and United would be merged into a single entity. Subsequently, on May 13, 2010, in accordance with the provisions of section of our rules (14 CFR 204.5) requiring air carriers to notify us of substantial changes affecting their operations, Continental and United advised the Department that they intended to merge. On June 24, 2010, Continental Airlines, Continental Micronesia, Air Micronesia, and United (hereinafter, the Joint Applicants ) filed the subject application for the Department s approval of a transfer of the route authority held by Continental and United. 2 Specifically, the Joint Applicants request that the Department grant a de facto transfer of the route authority held by Continental Airlines, Continental Micronesia, and Air Micronesia to Continental Airlines, Continental Micronesia, and Air Micronesia under the ownership and control of UAL; and a de jure transfer of the route authority held by Continental and United, which will enable the air 1 UAL is the parent company of United and JT Merger Sub. 2 The Joint Applicants also filed an application (Docket DOT-OST ) for an exemption from section to the extent necessary to allow Continental Airlines, Continental Micronesia, and Air Micronesia to come under common ownership with United prior to our action on the de facto transfer request. By Order , issued August 30, 2010, the Department granted the exemption on the condition that Continental Airlines, Continental Micronesia, Air Micronesia, and United remain separate entities pending our decision on the de facto transfer request.

3 3 carriers to eventually merge into a single entity. 3 Also, the Joint Applicants request that the Department amend certain grants of antitrust immunity issued to Continental and United. Interested persons were given 21 days to file objections to the application. No objections were received. The Joint Applicants Continental Airlines is a Delaware corporation founded in 1934 and based in Houston, Texas. The air carrier is authorized to carry passengers, cargo, and mail under interstate and foreign scheduled certificate authority. 4 Continental Airlines operates approximately 6,810 weekly flights to 130 destinations in the United States, Europe, Central and South America, Asia, Canada, Mexico, Micronesia, and the Caribbean; employs approximately 43,000 people; and operates a fleet of approximately 300 jets and 200 regional aircraft. Continental Airlines wholly-owned subsidiary, Air Micronesia, and Air Micronesia s subsidiary, Continental Micronesia, are corporations organized under the laws of the State of Delaware and are based in Guam. The air carriers are authorized to carry passengers, cargo, and mail under interstate and foreign scheduled certificate authority. 5 Continental Micronesia operates approximately 222 weekly flights, including flights operated as Air Micronesia flights, using a fleet of 10 B737 and 4 B767 aircraft. United is a Delaware corporation founded in 1926 and based in Chicago, Illinois. The air carrier is authorized to carry passengers, cargo, and mail under interstate and foreign scheduled certificate authority 6 and operates approximately 3,000 daily flights to over 200 destinations in the United States, Europe, Asia, South America, Canada, Mexico, Africa, and the Caribbean. United employs approximately 49,500 people and operates a fleet of 360 jets. 3 On October 22, 2010, Air Micronesia, Continental Airlines, and United filed a request in the docket (DOT-OST ) for (1) a pendente lite exemption from a condition in Air Micronesia s certificate to permit Air Micronesia flights to be operated by Continental Airlines and United; and (2) a pendente lite exemption for Continental Airlines and United to the extent necessary to permit them to transport persons, property, and mail on Air Micronesia s interstate routes, Air Micronesia s routes between Saipan, Guam, Palau (Belau) and a point or points in the Philippines (Route 170), and all of Continental Micronesia s routes, pending the Department s action on the subject transfer request. Additionally, Air Micronesia, Continental Airlines, and United requested that the Department amend Air Micronesia s certificates to permit such operations. By Notice of Action Taken, dated November 5, 2010, the Department (1) granted Air Micronesia an exemption to the extent necessary to permit Air Micronesia flights to be conducted by Continental Airlines, (2) granted Continental Airlines exemption authority to operate Air Micronesia s flights, subject to conditions, and (3) granted Continental Airlines exemption authority to operate all of Continental Micronesia s routes. However, we deferred action on the request to permit such flights to be conducted by United and the request for an amendment to Air Micronesia s certificates. 4 See Order , dated December 22, This order was later reissued by Order to reflect the revised Love Field condition. See Attachment D for a complete list of foreign authorities held by Continental Airlines, Continental Micronesia, and Air Micronesia. 5 See Order and Order These orders were later reissued by Order to reflect the revised Love Field condition. 6 See Order , dated December 22, This order was later reissued by Order to reflect the revised Love Field condition. See Attachment F for a complete list of United s foreign authorities.

4 4 TRANSFER OF AUTHORITY In support of the request for a transfer of authority, the Joint Applicants state that pursuant to the Merger Agreement, Continental Airlines would be merged into UAL subsidiary JT Merger Sub, and Continental Airlines, the surviving entity, would become a wholly-owned subsidiary of UAL, with Air Micronesia remaining a wholly-owned subsidiary of Continental Airlines and Continental Micronesia remaining a wholly-owned subsidiary of Air Micronesia. The shareholders of Continental Airlines would receive 1.05 shares of UAL stock in exchange for each share of Continental Airlines stock they own. Further, UAL, the holding company for the air carriers, would change its name to United Continental Holdings ( UC Holdings ). 7 The Joint Applicants state in their application that upon consummation of the acquisition of Continental by UC Holdings, each air carrier will remain a separate entity operated as such under separate brands during a transition period. At the end of the transition period, however, Continental and United intend to integrate their operations, employees, and route networks into a single entity using the brand name United. Therefore, the Joint Applicants request that the Department transfer and amend the international route and other economic authorities currently held by Continental and United to facilitate their merger into a single entity, and allow route integration to enable Continental and United to integrate their services on the transferred routes with existing services on other international routes, so long as they use the rights in a manner consistent with the terms of all applicable air transport agreements. A certificate may be transferred under section of the Statute if the Department determines that the transfer is in the public interest. The primary criteria in determining the public interest are whether the certificate transfer would conflict with important international aviation policy objectives, whether the surviving entities are U.S. citizens, and whether they will be fit to hold the authority. Further, section 41105(b) requires the Department to analyze the impact of the transaction on the viability of the air carrier applicants, on competition in the domestic airline industry, and on the trade position of the United States in the international air transportation market. 8 The Joint Applicants contend that the merger is consistent with U.S. international aviation policy. They state that the proposed arrangement will provide consumers traveling between the U.S. and a variety of destinations throughout the world, particularly to Latin America, Europe, Asia, Africa, and the Middle East, with a greater assortment of service and price options, thus promoting U.S. international aviation policy goals. The Joint Applicants also state that, because of their highly complementary route networks, access between U.S. cities and worldwide destinations will improve and expand, which would then strengthen the ability of the combined air carrier to compete in the global marketplace with foreign carriers. 7 The Joint Applicants have advised us that UAL s acquisition of Continental was consummated on October 1, 2010, and the name of UAL has been changed to UC Holdings. Thus, we will reference UC Holdings in this order rather than UAL as the holding company for the air carriers. 8 See Order at 2.

5 5 The Joint Applicants assert that the merger will have a positive impact on their viability. They expect that the merger will enable them to achieve approximately $1.2 billion in annual synergies, allowing the Joint Applicants to integrate their aircraft to right-size aircraft on routes throughout their combined network, integrate their pricing and inventory management functions worldwide, and offer a single frequent flyer program. In addition, the Joint Applicants assert that combining their information technology platforms and purchasing and contracting functions, together with consolidating their global real estate holdings, will lead to significant cost savings. To the extent that the route transfers have any impact on domestic competition, the Joint Applicants maintain that the Agreement will enhance domestic competition. They note that the transaction will offer consumers single-carrier flights in hundreds of new domestic city-pairs and enhance and strengthen service to 148 small and mid-size communities across the U.S. The Joint Applicants maintain that the proposed merger will increase competition in the affected international markets, will help ensure that U.S. air carriers continue to make full use of U.S. bilateral rights, and will foster U.S.-flag competition with foreign-flag carriers, resulting in an improved U.S. trade position in international air transportation markets. They also contend that combining the Continental and United route networks will fill the critical gaps in each air carrier s route network, resulting in a more effective global competitor, and extensive service at each of the 350 destinations the merged air carrier will serve worldwide. Despite the proposed transfer of international economic authority, the U.S. domestic market will remain highly competitive. The transaction is a combination of complementary domestic networks with limited nonstop overlap routes in 15 domestic city pairs. In each of these markets, there is at least one nonstop competitor, and in some cases, that nonstop competitor is a low-cost air carrier. Our review of the Joint Applicants pleadings and other data available to the Department raises no issues that would lead us to question the fitness or citizenship of Continental Airlines, Continental Micronesia, Air Micronesia, and United as a result of this transaction. 9 Therefore, we will transfer and amend the certificates and other economic authorities held by Continental and United, as requested by the Joint Applicants, to permit the air carriers to merge into a single entity. 10 To permit United to operate Continental Airlines routes, we will transfer the interstate and foreign certificates and other economic authorities issued to Continental Airlines to Continental Airlines and/or United, and we will amend Continental Airlines certificates and authorities by changing the name of the authority holder to Continental Airlines, Inc. and/or United Air Lines, Inc. Conversely, to permit Continental Airlines to operate United s routes, we will transfer the 9 The Department recently concluded continuing fitness reviews of the Joint Applicants and found that each remained fit to conduct operations as a U.S. certificated air carrier. 10 The Department has previously determined that when two or more air carriers each holding international route authority come under common ownership and control but intend to operate as separate air carriers, a de facto transfer of authority has taken place under section of the Statute. See Order and Order We note, however, that since Continental and United intend to merge into a single entity, and the certificates and other economic authorities are being transferred and amended to facilitate the merger, a de jure transfer has taken place. Accordingly, we dismiss as moot the Joint Applicant s request for a de facto transfer.

6 6 interstate and foreign certificates and other economic authorities issued to United to Continental Airlines, Inc. and/or United Air Lines, Inc. and we will amend United s certificates and authorities by changing the name of the authority holder to Continental Airlines, Inc. and/or United Air Lines, Inc. Also, to permit both Continental Airlines and United to operate Continental Micronesia s routes, we will transfer the interstate and foreign certificates and economic authorities issued to Continental Micronesia to Continental Airlines, Continental Micronesia, and/or United, and we will amend Continental Micronesia s certificate and economic authorities by changing the name of the authority holder to Continental Airlines, Inc., Continental Micronesia, Inc., and/or United Air Lines, Inc. With respect to Air Micronesia, that air carrier s interstate and foreign certificates contain a condition that limits Air Micronesia to flight operations conducted under the direction, control, and responsibility of Continental Micronesia. To enable Continental Airlines, Continental Micronesia, and/or United to operate Air Micronesia s routes, we will transfer the certificates and economic authorities issued to Air Micronesia to Continental Airlines, Continental Micronesia, Air Micronesia and/or United, and we will amend Air Micronesia s certificates and authorities by changing the name of the authority holder to Continental Airlines, Inc., Continental Micronesia, Inc., Air Micronesia, Inc., and/or United Air Lines, Inc. 11 We note that the amended authority discussed above shall not authorize multiple-carrier services in limited-entry markets, and that such authority may only be used in a manner consistent with the terms of the applicable air services agreement, or with the overall state of the aviation relations, between the United States and the foreign country involved. 12 Lastly, the Joint Applicants are also requesting to transfer their grants of antitrust immunity. 13 In those cases where Continental and United are both partners to some of the same alliance agreements, no action is required by the Department. 14 However, with respect to the grant of antitrust immunity made to Continental Airlines in 2001 for commercial cooperation with the Panama-based Copa Airlines, Inc. ( Copa ), 15 the Department finds that the terms of the agreements would need to be extended to United in order for the air carriers to fully integrate their operations. Likewise, the grant of antitrust immunity made to United in 2001 for commercial operations with Air New Zealand, Limited ( Air New Zealand ), 16 and the grant of antitrust immunity made to United in 2003 for commercial operation with Asiana Airlines, Inc. 11 We will not transfer to Air Micronesia, the certificates and economic authorities held by Continental Airlines, Continental Micronesia, and United, and Air Micronesia will not have authority to operate the routes of those air carriers. 12 For example, pursuant to the U.S.-Philippines air transport agreement, services in the U.S.-Philippines market are limited to Pacific regional airlines that do not provide scheduled non-stop services between Hawaii and/or the U.S. mainland, on the one hand, and Saipan, Palau, or Guam, on the other. The Philippines would, however, have the ability to waive that provision of the applicable agreement to allow service by Continental Airlines and United. 13 The Joint Applicants are members of the Star Alliance See, e.g., United/Continental/et al Case, Docket DOT-OST , Order (July 10, 2009). See Continental/Copa Case, Docket DOT-OST , Order (May 3, 2001). See United/Air New Zealand Case, Docket DOT-OST , Order (April 3, 2001).

7 7 ( Asiana ), 17 would also need to be extended to include Continental in order for the air carriers to fully integrate. On September 22, 2010, the Joint Applicants filed in the docket letters from Copa, Air New Zealand, and Asiana indicating that none of these air carriers opposed extension of the subject grants of antitrust immunity. The Department finds no reason to not extend the antitrust immunity originally granted to Continental in Order to United for cooperation with Copa as set forth in the alliance agreements. Because United does not currently serve the U.S.-Panama market, there are no anti-competitive effects associated with this change. With respect to Air New Zealand and Asiana, the Department, again, finds no reason to not extend the antitrust immunity originally granted to United in Orders and to Continental. We find that these changes to existing immunized alliances will not reduce competition and are not adverse to the public interest. We find that these changes offer benefits to the public, and, in light of the merger, are required by the public interest. The holders of the expanded antitrust immunity, however, will be required to abide by the conditions set forth in the grants of antitrust immunity, including the obligation to submit subsidiary agreements or material changes to agreements. Further, we direct the air carriers to keep the Department informed about their progress in implementing the alliance and utilizing the antitrust immunity to produce public benefits. ROUTE INTEGRATION The terms of the blanket route integration certificate authority held by Continental Airlines, Continental Micronesia, and United allow each air carrier to integrate the authority it holds, or that it may be granted, by certificate or exemption, under 49 U.S.C and Upon reissuance of the economic authority of each carrier, including its blanket route integration certificate, as described above, the air carriers will be able to fully integrate the certificate and exemption authority each currently holds. We find that such integration is in the public interest as it will provide the air carriers with maximum operating flexibility and will facilitate the ability of the air carriers to implement the transferred authorities. We note that all operations conducted under route integration authority are subject to the condition that all such integrated operations are in compliance with the provisions of all applicable aviation agreements, and provided further, that nothing in this order should be construed as conferring upon Continental Airlines, Continental Micronesia, and/or United, additional rights (including fifth-freedom intermediate and/or beyond rights) to serve markets where U.S. air carrier entry is limited unless Continental Airlines, Continental Micronesia, and/or United, first notifies the Department of its intent to serve such a market and unless and until the Department has completed any necessary air carrier selection procedures to determine which air carrier(s) should be authorized to exercise such rights. Also, should there be a request by any air carrier to use the limited-entry route rights by virtue of the route integration authority discussed here, but which are not being used, the holding of such authority by route integration will not be construed as providing any preference for Continental Airlines, Continental Micronesia, and/or United, in a competitive air carrier selection proceeding to determine which air carrier(s) should be entitled to use the authority at issue. 17 See United/Asiana Case, Docket DOT-OST , Order (May 14, 2003).

8 8 ACCORDINGLY: 1. We grant the request of Continental Airlines, Inc., Continental Micronesia, Inc., Air Micronesia, Inc., and United Air Lines, Inc., for approval of the transfer of the certificates and other economic authorities held by Continental Airlines, Inc., Continental Micronesia, Inc., Air Micronesia, Inc., and United Air Lines, Inc., under 49 U.S.C We transfer to Continental Airlines, Inc. and/or United Air Lines, Inc., the interstate and foreign air transportation certificates and authorities currently held by Continental Airlines, Inc., and amend them, in the form attached (Attachment A), by changing the name of the holder from Continental Airlines, Inc. to Continental Airlines, Inc. and/or United Air Lines, Inc. We transfer the certificate authority, exemption authority, frequency allocations, and other authorities listed in Attachment D, I, from Continental Airlines, Inc., to Continental Airlines, Inc. and/or United Air Lines, Inc. 3. We transfer to Continental Airlines, Inc., Continental Micronesia, Inc., and/or United Air Lines, Inc., the interstate and foreign air transportation certificates and authorities currently held by Continental Micronesia, Inc., and amend them, in the form attached (Attachment B), by changing the name of the holder from Continental Micronesia, Inc. to Continental Airlines, Inc., Continental Micronesia, Inc., and/or United Air Lines, Inc. We transfer the certificate authority, exemption authority, frequency allocations, and other authorities listed in Attachment D, II, from Continental Micronesia, Inc., to Continental Airlines, Inc., Continental Micronesia, Inc., and/or United Air Lines, Inc. 4. We transfer to Continental Airlines, Inc., Continental Micronesia, Inc., Air Micronesia, Inc., and/or United Air Lines, Inc., the interstate and foreign air transportation certificates currently held by Air Micronesia, Inc., and amend them, in the form attached (Attachment C), by changing the name of the holder from Air Micronesia, Inc. to Continental Airlines, Inc., Continental Micronesia, Inc., Air Micronesia, Inc., and/or United Air Lines, Inc. We transfer the certificate authority, exemption authority, frequency allocations, and other authorities listed in Attachment D, III, from Air Micronesia, Inc., to Continental Airlines, Inc., Continental Micronesia, Inc., Air Micronesia, Inc., and/or United Air Lines, Inc. 5. We transfer to Continental Airlines, Inc. and/or United Air Lines, Inc., the interstate and foreign air transportation certificates currently held by United Air Lines, Inc., and amend them, in the form attached (Attachment E), by changing the name of the holder from United Air Lines, Inc. to Continental Airlines, Inc. and/or United Air Lines, Inc. We transfer the certificate authority, exemption authority, frequency allocations, and other authorities listed in Attachment F from United Air Lines, Inc., to Continental Airlines, Inc. and/or United Air Lines, Inc. 18 To the extent not otherwise granted, all other outstanding requests in this docket are dismissed.

9 9 6. We amend the interstate certificate and foreign certificate for Route 170 issued to Air Micronesia, Inc., by striking the words under the direction, control, and responsibility of Continental Micronesia, Inc. d/b/a Continental/Air Micronesia and replacing those words with under the direction, control, and responsibility of Continental Airlines, Inc., Continental Micronesia, Inc., and/or United Air Lines, Inc. 7. We amend Order , issued May 3, 2001, to extend the antitrust immunity originally granted to Continental Airlines, Inc., to United Air Lines, Inc. Specifically, in ordering Paragraphs 1, 2, 3, 5, and 7 of Order , we strike the words Continental Airlines, Inc. and replace those words with Continental Airlines, Inc., United Air Lines, Inc. 8. We amend Order , issued April 3, 2001, to extend the antitrust immunity originally granted to United Air Lines, Inc., to Continental Airlines, Inc. Specifically in ordering paragraphs 1, 2, 3, 5, and 6 of Order , we strike the words United Air Lines, Inc. and replace those words with United Air Lines, Inc., Continental Airlines, Inc. 9. We amend Order , issued May 14, 2003, to extend the antitrust immunity originally granted to United Air Lines, Inc., to Continental Airlines, Inc. Specifically, in ordering paragraphs 1, 2, 3, 5, and 6 of Order , we strike the words United Air Lines, Inc. and replace those words with United Air Lines, Inc., Continental Airlines, Inc. 10. The authority granted here may only be used in a manner consistent with the terms of the air transport agreements between the United States and our aviation partners. 11. Unless the transfer of the certificate authority authorizing foreign air transportation contained in ordering paragraphs 1-5 is disapproved by the President of the United States under section of the Statute, this order shall become effective on the 61st day after its submission for section review or upon the date of receipt of advice from the President or his designee under Executive Order and implementing regulations that he or she does not intend to disapprove the transfer of the certificate authority authorizing foreign air transportation contained in ordering paragraphs 1-5 under that section, whichever occurs earlier We will serve a copy of this order on all interested parties. By: SUSAN L. KURLAND Assistant Secretary for Aviation and International Affairs An electronic version of this document is available on the World Wide Web at 19 This order was submitted for section review on February 3, On March 10, 2011, we received notification that the President s designee under Executive Order and implementing regulations did not intend to disapprove the Department s order.

10 Attachment A *As amended by Order Page 1 of 1 Continental Airlines, Inc., for Routes (see Attachment D, I) Amend the holder of the certificate(s) to read as follows: Continental Airlines, Inc. and/or United Air Lines, Inc. 1 Where certificates involve air transportation service in limited-entry markets, the following condition will be added: ( ) The authority granted may only be used in a manner consistent with the terms of the air transport agreements between the United States and our aviation partners. This certificate amendment shall become effective March 10, The subject certificates are being amended to reflect the Department s approval, under 49 U.S.C , of the transfer of the economic authorities held by Continental and United. To facilitate a smooth transition of the integrated services and to provide for maximum operational flexibility during this time, the certificates will read, Continental Airlines, Inc. and/or United Air Lines, Inc. Additional condition(s) may apply to certain of these certificates.

11 Attachment B *As amended by Order Page 1 of 1 Continental Micronesia, Inc., for Routes (see Attachment D, II) Amend the holder of the certificate(s) to read as follows: Continental Airlines, Inc., Continental Micronesia, Inc., and/or United Air Lines, Inc. 1 Where certificates involve air transportation service in limited-entry markets, the following condition will be added: ( ) The authority granted may only be used in a manner consistent with the terms of the air transport agreements between the United States and our aviation partners. This certificate amendment shall become effective March 10, The subject certificates are being amended to reflect the Department s approval, under 49 U.S.C , of the transfer of the economic authorities held by Continental and United. To facilitate a smooth transition of the integrated services and to provide for maximum operational flexibility during this time, the certificates will read, Continental Airlines, Inc., Continental Micronesia, Inc., and/or United Air Lines, Inc. Additional condition(s) may apply to certain of these certificates.

12 Attachment C *As amended by Order Page 1 of 1 Air Micronesia, Inc., for Routes (see Attachment D, III) Amend the holder of the certificate(s) to read as follows: Continental Airlines, Inc., Continental Micronesia, Inc., Air Micronesia, Inc., and/or United Air Lines, Inc. 1 Where certificates involve air transportation service in limited-entry markets, the following condition will be added: ( ) The authority granted may only be used in a manner consistent with the terms of the air transport agreements between the United States and our aviation partners. 2 This certificate amendment shall become effective March 10, The subject certificates are being amended to reflect the Department s approval, under 49 U.S.C , of the transfer of the economic authorities held by Continental and United. To facilitate a smooth transition of the integrated services and to provide for maximum operational flexibility during this time, the certificates will read, Continental Airlines, Inc., Continental Micronesia, Inc., Air Micronesia, Inc., and/or United Air Lines, Inc. Additional condition(s) may apply to certain of these certificates. 2 Pursuant to the U.S.-Philippines air transport agreement, services in the U.S.-Philippines market are limited to Pacific regional airlines that do not provide scheduled non-stop services between Hawaii and/or the U.S. mainland, on the one hand, and Saipan, Palau, or Guam, on the other. The Philippines would, however, have the ability to waive that provision of the applicable agreement to allow service by Continental Airlines and United.

13 Attachment D CERTIFICATES AND OTHER ECONOMIC AUTHORIZATIONS HELD BY CONTINENTAL AIRLINES, INC., CONTINENTAL MICRONESIA, INC., AND AIR MICRONESIA, INC. 1 I. CONTINENTAL AIRLINES, INC. A. CERTIFICATES OF PUBLIC CONVENIENCE AND NECESSITY Route # Route Description Order(s) 836 Blanket Open-Skies Route Authority [none] Blanket Route Integration Authority F Between a point or points in the U.S. (except Saipan, Commonwealth of the Northern Mariana Islands, Guam and the Trust Territory of the Pacific Islands (Palau)), Puerto Rico, and the Virgin Islands, and Hong Kong (renewal and amendment filed 2/25/05 for U.S.-Ecuador points in DOT-OST ) Between any point or points in the U.S. and Belize City, Belize Between Miami and New York/Newark, and Bermuda Between a point or points in the U.S. and Tel Aviv, Israel Between Houston, and Guayaquil and Quito, Ecuador* Between a point or points in the U.S. and Barranquilla and San Andres, Colombia Between Seattle/Tacoma, Portland, San Francisco, Oakland, San Jose, Los Angeles, Ontario, Long Beach, San Diego, and Honolulu, the intermediate point Pago Pago, and the coterminal points Papeete, Tahiti, and Nadi, Fiji Between the U.S. and Port-au-Prince and Cap Haitian, Haiti; Santo Domingo and Puerto Plata, Dominican Republic; St. Johns, Antigua and Barbuda; Point-a- Pitre, Guadeloupe; Fort-de-France, Martinique; St. 1 For those authorities marked with a *, the air carrier has invoked the automatic extension provisions of 5 U.S.C. 558(c), as implemented by Part 377 of the Department s Special Regulations, to continue its authority in effect pending action on each of the renewal applications referenced herein. 2 All points otherwise covered by Continental Airlines blanket open-skies certificate authority have been excluded from this table.

14 2 Attachment D Kitts, St. Lucia, and Grenada Between Newark and Algeria; Tunisia; Egypt; Tel Aviv, Israel; Syria; Yemen; Iran; and Afghanistan 59 Between New York/Newark, Atlanta, Miami/Ft. Lauderdale, Omaha, St. Louis, Cleveland, and Borinquen, San Juan, Mayaguez and Ponce, Puerto Rico, and St. Thomas and St. Croix, VI; the intermediate points Cayman Islands; Port-au-Prince, Haiti; Santo Domingo, Dominican Republic; St. Maarten; St. Kitts; Antigua; Pointe a Pitre, Guadeloupe; Fort-de-France, Martinique; St. Lucia; Barbados; Granada; and Curacao; and Barranquilla, Colombia Between Miami/Ft. Lauderdale and New Orleans, the intermediate points St. Thomas and St. Croix, Virgin Islands; and San Andres, Colombia 82-F Between Albuquerque, Denver, Los Angeles, Dallas/Ft. Worth, Houston and New Orleans, and Freeport, George Town, Great Harbor Cay, Marsh Harbor, Nassau, Rock Sound, Treasure Cay and West End, Bahama Islands Between Houston, Dallas/Ft. Worth, and New Orleans, and Belize 110 Between Atlanta, Chicago, Cleveland, Ft. Lauderdale, Hartford, Jacksonville, New York, Newark, Orlando, Tampa and West Palm Beach, and Freeport, George Town, Great Harbor Cay, Marsh Harbor, Nassau, Rock Sound, Treasure Cay and West End, Bahama Islands 157 Between Baltimore, Philadelphia and Washington, DC, and Freeport, George Town, Great Harbor Cay, Marsh Harbor, Nassau, Rock Sound, Treasure Cay and West End, Bahama Islands 165 Between Atlanta, Baltimore, Chicago, Detroit, Miami, New York/Newark, Washington, DC, and Philadelphia, and Bermuda Between a point or points in the U.S. and Tel Aviv, Israel 176 Between Los Angeles, California, the intermediate point Honolulu, Hawaii, and intermediate points Tahiti and Fiji Between New Orleans, Houston and Dallas/Ft. Worth,

15 3 Attachment D and Maracaibo and Caracas, Venezuela Between Newark and Caracas, Venezuela* 561 Between Cleveland and Cancun, Mexico Between Houston and Acapulco, Cancun, Cozumel, Ixtapa/Zihuatanejo, Leon, Merida, Puerto Vallarta and San Jose del Cabo, Mexico (renewal filed 10/21/03 in DOT-OST ) (renewal filed 11/30/04, amended 12/20/05 in DOT-OST ) Between Newark and Cancun and Cozumel, Mexico* 629 Between Houston and Monterrey, Guadalajara and Mexico City Between New York and Mexico City, Mexico 645 Between Houston and Barranquilla, Bogota and Cali, Colombia* B. EXEMPTIONS (renewal filed 6/9/06 in (DOT-OST ) 682 Between Newark, New Jersey and Bogota, Colombia* (renewal filed 10/13/05 in DOT-OST ) 739 Between Newark and Sao Paulo and Rio de Janeiro, Brazil* (renewal filed 1/3/07 in DOT-OST ) 758 Between Houston and Sao Paulo, Brazil* (renewal filed 1/12/04 in DOT-OST ) 805 Between New York/Newark and Cali and Medellin, Colombia* 821 Between Newark and Beijing, China* Between Newark and Shanghai, China (renewal filed 11/17/05 in DOT-OST ) (renewal filed 8/9/09 in DOT-OST ) Route Description U.S.-Worldwide (COPA, Air Canada, bmi, Lufthansa, Asiana, Air New Zealand, SAS, SN Brussels, Aegean, TAP, Blue1, and Spanair third-country code sharing only) Order/NOAT (Docket) DOT-OST Originally granted by NOAT 3/1/05. Amended and/or renewed, as follows: Undocketed (98-65)(7/9/98) NOAT (10/21/09) NOAT (11/20/09) NOAT (1/26/10) NOAT (3/11/10)

16 4 Attachment D NOAT (6/9/10) NOAT (6/23/10) NOAT (9/9/10) NOAT (10/1/10) NOAT (10/22/10) U.S.-Moscow/St. Petersburg, Russia (CO/LX third-country code sharing only) U.S.-Brazil (CO/TAM code sharing only) Between Chicago and Cancun, Cozumel, Mexico City, Puerto Vallarta, and San Jose del Cabo, Mexico; between Denver and Cancun, Puerto Vallarta, and San Jose del Cabo, Mexico; between Los Angeles and Cancun, Mexico City, Puerto Vallarta, and San Jose del Cabo, Mexico; between San Francisco and Cancun, Mexico City, Puerto Vallarta, and San Jose del Cabo, Mexico; and between Washington, DC and Cancun and Mexico City, Mexico (Code-share-only authority on United operated flights) Order DOT-OST NOAT (5/13/10) DOT-OST NOAT (9/4/09) DOT-OST Between points in the U.S. and China, and Vietnam, either nonstop or via an intermediate point or point in third countries (United code sharing only) Between Houston and Grand Cayman, Cayman Islands NOAT (10/28/09) DOT-OST Between Houston and Manzanillo, Mexico NOAT (8/25/09) DOT-OST Between Houston and Mazatlan, Mexico NOAT (9/22/09) DOT-OST Between the U.S. and the Dominican Republic NOAT (11/20/09) DOT-OST Between New York/Newark and Acapulco, Puerto Vallarta, and San Jose del Cabo, Mexico Between the U.S. and Moscow/St. Petersburg, Russia (Swiss third-country code sharing only) Between U.S. and Luanda, Angola; Ouagadougou, Burkina Faso; Douala, Cameroon; Ndjamena, Chad; Libreville, Gabon; Antananarivo, Madagascar; Bamako, Mali; Nouakchott, Mauritania; Mauritius, Mauritius; Agadir, Morocco; Marrakech, Morocco, and Niamey, NOAT (4/17/09) DOT-OST Order NOAT (8/28/00) DOT-OST (renewal filed 5/29/02)

17 5 Attachment D Niger* Between the U.S. and Iraq and beyond* NOAT (7/29/03) DOT-OST (renewal filed 5/26/05) Between New York/Newark and Moscow, Russia* NOAT (1/3/05) DOT-OST (renewal filed 10/23/06) Between Houston and Buenos Aires, Argentina NOAT (4/17/09) DOT-OST Between Los Angeles and Leon/Guanajuato, Mexico Between Houston and Morelia, Mexico (Direct authority and code-share authority on ExpressJet operated flights) Between Austin/San Antonio/Raleigh/ Durham, on the one hand, and Cancun, on the other hand Between Houston, on the one hand, and Puebla, San Luis Potosi, and Villahermosa, Mexico, on the other hand (Code-share-only authority on Skywest operated flights) NOAT (9/10/10) DOT-OST NOAT (11/4/10) DOT-OST NOAT (11/18/10) DOT-OST Between Denver and Mexico City, Mexico NOAT (1/14/2011) DOT-OST C. FREQUENCY ALLOCATIONS Weekly Freq. Route(s) Order/NOAT (Docket) 7 Houston-Buenos Aires, Argentina Order Houston-Bogota, Colombia Order DOT-OST Houston-Sao Paulo, Brazil (3 EWR-GIG to IAH-GRU) NOAT (11/3/00) Order DOT-OST Houston-Rio de Janeiro, Brazil Order Newark-Rio de Janeiro/Sao Paulo, Brazil (unrestricted) Order New York/Newark-Beijing, China Order DOT-OST

18 6 Attachment D Weekly Freq. Route(s) Order/NOAT (Docket) 7 New York/Newark-Shanghai, China Order DOT-OST U.S.-China (United/Air China codesharing only) NOAT (9/4/2009) DOT-OST D. CODESHARING STATEMENTS OF AUTHORIZATION Airline Partner(s) Aegean Air Canada Air New Zealand Description (U.S.-EU-Beyond) (U.S.-Canada-Beyond) (U.S.-New Zealand-Beyond) Order/NOAT/Notice DOT Action (Docket) NOAT (6/23/2010) DOT-OST NOAT (10/21/09) DOT-OST NOAT (1/26/10) DOT-OST ANA U.S.-Japan-Beyond NOAT (1/25/10) DOT-OST Asiana bmi (U.S.-Korea-Beyond) (U.S.-EU-Beyond) NOAT (11/20/09) DOT-OST NOAT (10/21/09) DOT-OST COPA U.S.-Central America-Beyond NOAT (7/9/98) Undocketed Emirates U.S.-United Arab Emirates-Beyond NOAT (6/18/03) DOT-OST EVA Lufthansa SAS SN Brussels U.S.-Taiwan-Beyond (mail codeshare only)* (U.S.-EU-Beyond) (U.S.-EU/Norway-Beyond) (U.S.-EU-Beyond) NOAT (3/21/02) DOT-OST (renewal filed 1/20/04) NOAT (10/21/09) DOT-OST NOAT (3/11/2010) DOT-OST NOAT (6/9/10) DOT-OST

19 7 Attachment D Airline Partner(s) Description Order/NOAT/Notice DOT Action (Docket) Spanair (U.S.-EU-Beyond) NOAT (10/22/10) DOT-OST TAM U.S.-Brazil NOAT (5/13/10) DOT-OST TAP (U.S.-EU-Beyond) NOAT (9/9/10) DOT-OST Virgin Atlantic U.S.-United Kingdom-Beyond NOAT (5/7/07) DOT-OST E. SMALL AIRCRAFT DESIGNATIONS AND CODESHARE-ONLY NOTIFICATIONS (MEXICO) Operating Carrier Route Description Docket ExpressJet Airlines, Inc. d/b/a Continental Express Houston-Acapulco/Mexico City/Morelia, Mexico Houston-Aguasalientes/Puebla, Mexico Houston-Chihuahua/Saltillo/Torreon, Mexico Houston-Ciudad del Carmen, Mexico Houston-Durango, Mexico Houston-Huatulco, Mexico Houston-Ixtapa/Zihuatanejo, Mexico Houston-Leon, Mexico Houston-Manzanillo, Mexico Houston-Mazatlan, Mexico Houston-Toluca, Mexico Houston-Monterrey/Guadalajara, Mexico Houston-Oaxaca, Mexico Houston-Puerto Vallarta, Mexico Houston-Queretaro, Mexico Houston-San Jose del Cabo, Mexico Houston-San Luis Potosi, Mexico Houston-Tampico, Mexico Houston-Tuxtla-Gutierrez Houston-Veracruz Houston-Villahermosa, Mexico Los Angeles-Leon/Guanajuato Undocketed and restricted to ExpressJet s small aircraft operations 3 3 These authorizations have been granted to allow ExpressJet to place Continental Airlines CO* designator code on ExpressJet s small-aircraft flights. We note that Continental Airlines has separate economic authority to provide service with its own large aircraft in certain of these markets including between Houston, on the one hand, and Guadalajara, Ixtapa/Zihuatanejo, Leon/Guanajuato, Manzanillo, Mazatlan, Mexico City, Monterrey, Morelia, Puerto Vallarta, and San Jose del Cabo, on the other hand; and between Los Angeles and Leon/Guanajuato.

20 8 Attachment D Airline Partner(s) COPA ANA United F. ANTITRUST IMMUNITY GRANTS Description Order Granting Approval and Antitrust Immunity for an Alliance Agreement Order Granting Approval and Antitrust Immunity for an Alliance Agreement Order Air Canada Austrian bmi Lufthansa LOT Scandinavian Swiss TAP United Order Granting Approval and Antitrust Immunity for an Alliance Agreement II. CONTINENTAL MICRONESIA, INC. A. CERTIFICATES OF PUBLIC CONVENIENCE AND NECESSITY Route # Route Description Order(s) 892 Blanket Open-Skies Route Authority [none] Blanket Route Integration Saipan/ Honolulu/Guam-Philippines; Saipan/Guam/Palau/Micronesia-Philippines; Saipan/Guam-Philippines* (renewal filed 5/8/02 and amended 2/9/06 in DOT- OST ) 4 All points otherwise covered by Continental Micronesia s blanket open-skies certificate authority have been excluded from this table.

21 9 Attachment D B. EXEMPTIONS Route Description Order/NOAT (Docket) Guam/Honolulu-Fiji NOAT (3/17/2009) DOT-OST C. CODESHARING STATEMENTS OF AUTHORIZATION Airline Partner(s) Aegean Air Canada Description (U.S.-EU-Beyond) (U.S.-Canada-Beyond) Order/NOAT/Notice DOT Action (Docket) NOAT (6/23/10) DOT-OST NOAT (10/21/09) DOT-OST Air New Zealand (U.S.-New Zealand-Beyond) NOAT (1/26/10) DOT-OST ANA U.S.-Japan-Beyond NOAT (1/25/2010) DOT-OST Asiana Bmi Lufthansa SAS SN Brussels (U.S.-Korea-Beyond) (U.S.-EU-Beyond) (U.S.-EU-Beyond) (U.S.-EU/Norway-Beyond) (U.S.-EU-Beyond) NOAT (11/20/09) DOT-OST NOAT (10/21/09) DOT-OST NOAT (10/21/09) DOT-OST NOAT (3/11/10) DOT-OST NOAT (6/9/10) DOT-OST Spanair (U.S.-EU-Beyond) NOAT (10/22/10) DOT-OST TAM U.S.-Brazil NOAT (5/13/2010) DOT-OST TAP (U.S.-EU-Beyond) NOAT (9/9/10) DOT-OST

22 10 Attachment D Weekly Freq. D. FREQUENCY ALLOCATIONS Route(s) Order/NOAT (Docket) 7 U.S.-Philippines NOAT (9/21/98) DOT-OST III. AIR MICRONESIA, INC. A. CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITY Route # Route Description Order(s) 170 Saipan/Guam/Palau-Philippines B. EXEMPTION Route Description Guam-Manila-Hong Kong (cargo only) Order/NOAT (Docket) NOAT (12/4/09) DOT-OST

23 Attachment E *As amended by Order Page 1 of 1 United Air Lines, Inc., for Routes (see Attachment F) Amend the holder of the certificate(s) to read as follows: Continental Airlines, Inc., Continental Micronesia, Inc., and/or United Air Lines, Inc. 1 Where certificates involve air transportation service in limited-entry markets, the following condition will be added: ( ) The authority granted may only be used in a manner consistent with the terms of the air transport agreements between the United States and our aviation partners. This certificate amendment shall become effective March 10, The subject certificates are being amended to reflect the Department s approval, under 49 U.S.C , of the transfer of the economic authorities held by Continental to United. To facilitate a smooth transition of the integrated services and to provide for maximum operational flexibility during this time, the certificates will read, Continental Airlines, Inc., Continental Micronesia, Inc., and/or United Air Lines, Inc. Additional condition(s) may apply to certain of these certificates.

24 Attachment F CERTIFICATES AND OTHER ECONOMIC AUTHORIZATIONS HELD BY UNITED AIR LINES, INC. 1 A CERTIFICATES OF PUBLIC CONVENIENCE AND NECESSITY Route # Route Description Order(s) N/A Blanket Route Integration U.S.-Egypt/Tel Aviv, Israel/Chile/Aruba/the Bahamas/Antigua and Barbuda/Barbados/Curacao/Dominican Republic/Grenada/ Guadeloupe/Haiti/Martinique/Jamaica/St. Kitts/St. Maarten/Trinidad and Tobago/Bermuda/Germany/Switzerland/Jordan/Belgium/th e Netherlands/Greece Honolulu-The Society Islands/the Cook Islands/American Samoa/Western Samoa/Tonga/Fiji/the New Hebrides/New Caledonia 130 U.S.-Midway Island/Wake Island/Guam/the Philippines/Hong Kong/Vietnam/Singapore/Indonesia/Malaysia/Thailand/My anmar/japan/ Taiwan/India/American Samoa/Fiji/the Society Islands/New Caledonia/New Zealand/ Australia/Sri Lanka/Korea* (renewal filed 3/14/08 in DOT-OST / 1248/1873 for Japan, Vietnam and the Philippines) Los Angeles, San Francisco, Chicago, New York and Honolulu; the intermediate point Tokyo or another intermediate point in Japan; and the co-terminal points Beijing, Shanghai, and Guangzhou* (renewal filed 9/16/02 in DOT-OST ) 1 For those authorities marked with a *, the air carrier has invoked the automatic extension provisions of 5 U.S.C. 558(c), as implemented by Part 377 of the Department s Special Regulations, to continue its authority in effect pending action on each of the renewal applications referenced herein. 2 United s authority to serve Vietnam under Route 130 has been continued in effect under the APA since See Order at 4, n. 12, Order at 4; and Order at 4.

25 2 Attachment F Route # Route Description Order(s) 603 U.S.-The Azores/Portugal/Spain/France/Italy/United Kingdom/Ireland/France/Denmark/Finland/Norway/Sweden /Poland/St. Petersburg and Moscow, Russia/Czech Republic and Slovakia (formerly Czechoslovakia )/Austria/Hungary/Serbia and Montenegro, Bosnia-Herzegovina, Croatia, Macedonia and Slovenia (formerly Yugoslovia )/Romania/Bulgaria/Turkey/Lebanon/Syria/Ira q/iran/saudi Arabia/The United Arab Emirates/Kuwait/Oman/Bahrain/Afghanistan/ Pakistan/India/Germany/Luxembourg* 632 U.S.-Buenos Aires, Argentina/Uruguay/Sao Paulo, Rio de Janeiro, Brasilia and Belem, Brazil/Paramaribo, Suriname/Georgetown, Guyana/ Trinidad and Tobago/Barbados/Martinique/Guadeloupe/Antigua and Barbuda/Cayman Islands/U.S. Virgin Islands/Puerto Rico/Dominican Republic/Haiti/Jamaica/the Bahamas/Camaguey and Havana, Cuba/Panama/Costa Rica/Nicaragua/Honduras/El Salvador/ Guatemala/Caracas and Maracaibo, Venezuela/Baranquilla, Colombia/ (renewal filed 3/11/94 in DOT-OST for various countries and 1/11/95 in Docket for Saudi Arabia) (renewal filed 11/13/08 in DOT-OST for Brazil, Colombia and Argentina) Belize/Chile/Johannesburg, South Africa* 669 U.S.-Kiev, Ukraine* (renewal filed 1/28/05 in DOT-OST ) 747 U.S.-Johannesburg and Cape Town, South Africa, and beyond South Africa to Harare, Zimbabwe* 838 Blanket Open-Skies routes (renewal filed 11/13/08 in DOT-OST )