Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 15, 2010

 

 

UAL CORPORATION

UNITED AIR LINES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-06033   36-2675207
Delaware   001-11355   36-2675206

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

 

77 W. Wacker Drive, Chicago, IL   60601
(Address of principal executive offices)   (Zip Code)

(312) 997-8000

Registrant’s telephone number, including area code 

 

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01 Other Events.

Kathryn A. Mikells, Executive Vice President and Chief Financial Officer of UAL Corporation and United Air Lines, Inc., will speak at the Bank of America Merrill Lynch Global Transportation Conference on Tuesday, June 15, 2010. Attached hereto as Exhibit 99.1 are slides that will be presented at that time. The slide presentation is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No.

 

Description

99.1*   UAL slide presentation delivered on June 15, 2010

 

* Filed herewith electronically.

 

2


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

UAL CORPORATION
UNITED AIR LINES, INC.
By:  

/s/ Thomas J. Sabatino

Name:   Thomas J. Sabatino
Title:  

Senior Vice President, General

Counsel & Corporate Secretary

Date: June 15, 2010


EXHIBIT INDEX

 

Exhibit No.

  

Description

99.1*

   UAL slide presentation delivered on June 15, 2010

 

* Filed herewith electronically.
UAL slide presentation delivered on June 15, 2010
Investor Presentation
Bank of America Airline Conference
June 15, 2010
Exhibit 99.1


Important Information For Investors And
Stockholders
Important Information For Investors And
Stockholders
p. 2
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or
approval. The proposed merger of equals transaction between UAL Corporation (“UAL”) and Continental Airlines, Inc. (“Continental”) 
will be submitted to the respective stockholders of UAL and Continental for their consideration.  UAL will file with the Securities and
Exchange Commission (“SEC”) a registration statement on Form S-4 that will include a joint proxy statement of Continental and UAL that
also constitutes a prospectus of UAL.  UAL and Continental also plan to file other documents with the SEC regarding the proposed
transaction.  INVESTORS AND SECURITY HOLDERS OF CONTINENTAL ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION.  Investors and stockholders will be able to obtain free copies of the joint proxy statement/prospectus and other
documents containing important information about UAL and Continental, once such documents are filed with the SEC, through the 
997-8610.  Copies of the documents filed with the SEC by Continental will be available free of charge on Continental’s website at Investor
Relations Department at (713) 324-5152.
UAL, Continental and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of
proxies from the stockholders of Continental in connection with the proposed transaction.  Information about the directors and executive
officers of Continental is set forth in its proxy statement for its 2010 annual meeting of stockholders, which was filed with the SEC on
April 23, 2010.  Information about the directors and executive officers of UAL is set forth in its proxy statement for its 2010 annual 
meeting of stockholders, which was filed with the SEC on April 30, 2010.  These documents can be obtained free of charge from the
sources indicated above.  Other information regarding the participants in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant
materials to be filed with the SEC when they become available.   
Reconciliation of Non-GAAP Financial Measures
 
Financial measures highlighted in this presentation may be considered non-GAAP financial measures such as Earnings Before Income
Tax, Depreciation, Amortization, and Rent (“EBITDAR”) Margin excluding special items. Comparable GAAP financial measures and a
reconciliation of GAAP financial measures to non-GAAP financial measures are available in the Appendix to this presentation.
website
maintained
by
the
SEC
at
http://www.sec.gov.
Copies
of
the
documents
filed
with
the
SEC
by
UAL
will
be
available
free
of
charge
on
UAL’s
website
at
www.united.com
under
the
tab
“Investor
Relations”
or
by
contacting
UAL’s
Investor
Relations
Department
at
(312)
www.continental.com
under
the
tab
“About
Continental”
and
then
under
the
tab
“Investor
Relations”
or
by
contacting
Continental’s


Forward-Looking Statements
Forward-Looking Statements
Cautionary Statement Regarding Forward-Looking Statements
This
communication
contains
“forward-looking
statements”
within
the
meaning
of
the
safe
harbor
provisions
of
the
Private
Securities
Litigation
Reform
Act
of
1995
that
are
not
limited
to
historical
facts,
but
reflect
Continental’s
and
UAL’s
current
beliefs,
expectations
or
intentions
regarding
future
events.
Words
such
as
“may,”
“will,”
“could,”
“should,”
“expect,”
“plan,”
“project,”
“intend,”
“anticipate,”
“believe,”
“estimate,”
“predict,”
“potential,”
“pursue,”
“target,”
“continue,”
and similar expressions are intended to identify such
forward-looking statements.  These forward-looking statements include, without limitation, Continental’s and UAL’s expectations with
respect to the synergies, costs and other anticipated financial impacts of the proposed transaction; future financial and operating results
of
the
combined
company;
the
combined
company’s
plans,
objectives,
expectations
and
intentions
with
respect
to
future
operations
and
services; approval of the proposed transaction by stockholders and by governmental regulatory authorities; the satisfaction of the
closing conditions to the proposed transaction; and the timing of the completion of the proposed transaction.
All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those in
the forward-looking statements, many of which are generally outside the control of Continental and UAL and are difficult to predict. 
Examples of such risks and uncertainties include, but are not limited to, (1) the possibility that the proposed transaction is delayed or
does
not
close,
including
due
to
the
failure
to
receive
required
stockholder
or
regulatory
approvals,
the
taking
of
governmental
action
(including
the
passage
of
legislation)
to
block
the
transaction,
or
the
failure
of
other
closing
conditions,
and
(2)
the
possibility
that
the
expected
synergies
will
not
be
realized,
or
will
not
be
realized
within
the
expected
time
period,
because
of,
among
other
things,
significant volatility in the cost of aircraft fuel, the high leverage and other significant capital commitments of Continental and UAL, the
ability to obtain financing and to refinance the combined company’s debt, the ability of Continental and UAL to maintain and utilize their
respective net operating losses, the impact of labor relations, global economic conditions, fluctuations in exchange rates, competitive
actions taken by other airlines, terrorist attacks, natural disasters, difficulties in integrating the two airlines, the willingness of customers
to
travel
by
air,
actions
taken
or
conditions
imposed
by
the
U.S.
and
foreign
governments
or
other
regulatory
matters,
excessive
taxation,
further industry consolidation and changes in airlines alliances, the availability and cost of insurance and public health threats.
UAL and Continental caution that the foregoing list of factors is not exclusive. Additional information concerning these and other risk
factors is contained in Continental’s and UAL’s most recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form
10-Q, recent Current Reports on Form 8-K, and other SEC filings.  All subsequent written and oral forward-looking statements
concerning Continental, UAL, the proposed transaction or other matters and attributable to Continental or UAL or any person acting on
their behalf are expressly qualified in their entirety by the cautionary statements above.  Neither Continental nor UAL undertakes any
obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date
hereof.
Cautionary Statement Regarding Forward-Looking Statements
This
communication
contains
“forward-looking
statements”
within
the
meaning
of
the
safe
harbor
provisions
of
the
Private
Securities
Litigation
Reform
Act
of
1995
that
are
not
limited
to
historical
facts,
but
reflect
Continental’s
and
UAL’s
current
beliefs,
expectations
or
intentions
regarding
future
events.
Words
such
as
“may,”
“will,”
“could,”
“should,”
“expect,”
“plan,”
“project,”
“intend,”
“anticipate,”
“believe,”
“estimate,”
“predict,”
“potential,”
“pursue,”
“target,”
“continue,”
and similar expressions are intended to identify such
forward-looking statements.  These forward-looking statements include, without limitation, Continental’s and UAL’s expectations with
respect to the synergies, costs and other anticipated financial impacts of the proposed transaction; future financial and operating results
of
the
combined
company;
the
combined
company’s
plans,
objectives,
expectations
and
intentions
with
respect
to
future
operations
and
services; approval of the proposed transaction by stockholders and by governmental regulatory authorities; the satisfaction of the
closing conditions to the proposed transaction; and the timing of the completion of the proposed transaction.
All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those in
the forward-looking statements, many of which are generally outside the control of Continental and UAL and are difficult to predict. 
Examples of such risks and uncertainties include, but are not limited to, (1) the possibility that the proposed transaction is delayed or
does
not
close,
including
due
to
the
failure
to
receive
required
stockholder
or
regulatory
approvals,
the
taking
of
governmental
action
(including
the
passage
of
legislation)
to
block
the
transaction,
or
the
failure
of
other
closing
conditions,
and
(2)
the
possibility
that
the
expected
synergies
will
not
be
realized,
or
will
not
be
realized
within
the
expected
time
period,
because
of,
among
other
things,
significant volatility in the cost of aircraft fuel, the high leverage and other significant capital commitments of Continental and UAL, the
ability to obtain financing and to refinance the combined company’s debt, the ability of Continental and UAL to maintain and utilize their
respective net operating losses, the impact of labor relations, global economic conditions, fluctuations in exchange rates, competitive
actions taken by other airlines, terrorist attacks, natural disasters, difficulties in integrating the two airlines, the willingness of customers
to
travel
by
air,
actions
taken
or
conditions
imposed
by
the
U.S.
and
foreign
governments
or
other
regulatory
matters,
excessive
taxation,
further industry consolidation and changes in airlines alliances, the availability and cost of insurance and public health threats.
UAL and Continental caution that the foregoing list of factors is not exclusive. Additional information concerning these and other risk
factors is contained in Continental’s and UAL’s most recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form
10-Q, recent Current Reports on Form 8-K, and other SEC filings.  All subsequent written and oral forward-looking statements
concerning Continental, UAL, the proposed transaction or other matters and attributable to Continental or UAL or any person acting on
their behalf are expressly qualified in their entirety by the cautionary statements above.  Neither Continental nor UAL undertakes any
obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date
hereof.
p. 3


United Is On A Path To Achieve Full Potential
United Is On A Path To Achieve Full Potential
Significant improvements made
across the enterprise
Leading the industry in revenue
recovery
Top tier Cost Control
Leading On-time airline
Significant improvement in
customer satisfaction
Merger with Continental an
important step forward
Will continue to challenge status
quo to meet objective
Significant improvements made
across the enterprise
Leading the industry in revenue
recovery
Top tier Cost Control
Leading On-time airline
Significant improvement in
customer satisfaction
Merger with Continental an
important step forward
Will continue to challenge status
quo to meet objective
Sustained and Sufficient Profitability to Return Cost of Capital
Sustained and Sufficient Profitability to Return Cost of Capital
p. 4


Our Actions Are Generating Industry Leading
Revenue Results
Our Actions Are Generating Industry Leading
Revenue Results
Mar ’10
12.6%
May ’10
23.5%
7.9%
Jan ’10
26.0%
2.2%
24.6%
13.9%
13.5%
19.4%
1.5%
-0.2%
Nov ’09
-4.4%
-2.4%
United PRASM YOY Change
ATA Industry -
ex United PRASM YOY Change
Consolidated PRASM Year over Year
Change –
United and Industry
Aligned capacity to demand without
diminishing the network
Down-gauged supply to match demand
Targeted the Pacific entity which was 
disproportionately impacted by the
downturn
Optimized the network
Moved capacity from under-performing
markets to start services to new markets
in Europe, Middle East and Africa
New International premium cabins
completed on 747 and 767 fleets
Best-in-class premium travel experience
Reduced front cabin capacity
777 Reconfiguration underway
Aligned capacity to demand without
diminishing the network
Down-gauged supply to match demand
Targeted the Pacific entity which was 
disproportionately impacted by the
downturn
Optimized the network
Moved capacity from under-performing
markets to start services to new markets
in Europe, Middle East and Africa
New International premium cabins
completed on 747 and 767 fleets
Best-in-class premium travel experience
Reduced front cabin capacity
777 Reconfiguration underway
p. 5


$7.75
+23.5%
+39.1%
TME 1Q
2010
$13.31
2008
$10.78
2007
Ancillary Revenue Per Passenger ($)
We Are Creating New Revenue Streams
We Are Creating New Revenue Streams
Led the industry in changing the
revenue model
First and Second Bag Fees
Buy on Board Food
New Value-Added Services
Providing Customers With Choice
Presents a Growing Opportunity
First and Business Class Upsell
Economy Plus Upsell
Premier Line Access
Red Carpet Club Day Passes
Premier For A Day
Led the industry in changing the
revenue model
First and Second Bag Fees
Buy on Board Food
New Value-Added Services
Providing Customers With Choice
Presents a Growing Opportunity
First and Business Class Upsell
Economy Plus Upsell
Premier Line Access
Red Carpet Club Day Passes
Premier For A Day
p. 6
-We
Generate
Over
$13
Per
Passenger
The
Highest
of
Any
US Airline –
$1.2B of Ancillary Revenue in 2010


Sources: Company press releases and Earnings Calls
We Have Controlled Costs Despite Reducing
Capacity
We Have Controlled Costs Despite Reducing
Capacity
Consolidated CASM Excluding Fuel
Year-Over-Year Growth
TME 1Q10 vs. TME 1Q09
Consolidated CASM Excluding Fuel
Year-Over-Year Growth
TME 1Q10 vs. TME 1Q09
5.9%
3.6%
2.7%
1.2%
1.2%
p. 7


Operational Performance and Customer Satisfaction
Significantly Improved
Operational Performance and Customer Satisfaction
Significantly Improved
United Rises to First in On-Time
Arrival in 2009 Among the U.S.
Five Largest Global Carriers*
* According to recently published arrival data in the U.S. Department of Transportation Air Travel Consumer Report, United ranked highest
in on-time performance for domestic scheduled flights as measured by the U.S. DOT (flights arriving within 14 minutes of scheduled arrival
time) between 1/1/09-12/31/09, when compared to the largest U.S. global carriers based on available seat miles, enplaned passengers or
passenger revenue, which includes Delta (including its Northwest
subsidiary), American, Continental and US Airways.
78.2%
80.3%
80.3%
81.2%
84.0%
A:14 Results for YTD April 2010
Onboard Cabin Cleanliness
Customer Satisfaction Score
Onboard Cabin Cleanliness
Customer Satisfaction Score
Mar
Jan
Nov
Sep
Jul
May
2009-2010
2009-2010
Workability of Onboard Equipment
Customer Satisfaction Score
Workability of Onboard Equipment
Customer Satisfaction Score
Mar
Jan
Nov
Sep
Jul
May
2008-2009
2008-2009
May
May
p. 8


Next-Generation Aircraft
Order
Smart aircraft purchase
at the bottom of the cycle
Negotiated significant
flexibility
Limited near term cash
payments
Significant
improvements in range,
fuel burn and
maintenance costs
Other Customer Facing
Investments
Leather seating in
domestic first class 
New uniforms for our
people
Increased employee
training
New and remodeled
Red Carpet Clubs at
O’Hare
Fully lie-flat first and
business class seats  
Large screen on-
demand audio and
video
Improved dining
menu 
Industry Leading First And
Business Class
We Continue To Make Smart Investments In Our
Future
We Continue To Make Smart Investments In Our
Future
p. 9


Sources: Company press releases and earnings calls
Systematic Fuel Hedging Program Has Helped
Manage Risk and Mitigate Volatility
Systematic Fuel Hedging Program Has Helped
Manage Risk and Mitigate Volatility
Fuel Hedge Coverage (%)
p. 10
77%
31%
50%
39%
44%
65%
24%
34%
42%
72%
2Q 2010
2Q-4Q 2010
Crude Cap
2Q 10
2Q Thru 4Q
$75
$76
$95
$83
N/A
N/A
$79
$79
$93
$87
N/A
N/A


Our Liquidity Is The Strongest In The Industry While
Fixed Obligations Are Among The Lowest
Our Liquidity Is The Strongest In The Industry While
Fixed Obligations Are Among The Lowest
15.0%
19.8%
22.6%
24.6%
25.9%
21.7%
Liquidity Balance As a Percent of Revenue –
TME 1Q10
Announced Transactions
*Announced Transactions include UAUA Secured Notes transaction
received in Apr 2010
*Liquidity
includes
revolving
credit
facilities
announced
by
all
carriers
United has a $150M facility available
1,797
975
1,114
511
717
Debt
and
Capital
Lease
Obligations
-
Full
Year 2010
p. 11


Creates the world’s most
comprehensive global network
Enhanced connectivity for
communities of all sizes
Carriers of choice for business and
premium travelers
Platform for increased profitability
and sustainable long-term value
Financially stable company provides
job security
United-Continental, An Important Next Step
The Right Combination For Customers, Employees and Investors
United-Continental, An Important Next Step
The Right Combination For Customers, Employees and Investors
p. 12


The Combined Carrier Will Have A
World-Class Global Network
The Combined Carrier Will Have A
World-Class Global Network
26
Destinations
13
Countries
62
Average Daily Departures
Trans-Pacific Service
69
Destinations
24
Countries
156
Average Daily Departures
Latin American & Caribbean Service
34
Destinations
21
Countries
74
Average Daily Departures
Trans-Atlantic Service
Figures for destinations with regular
service in 2010
Source: OAG, Full Year 2010            
p. 13


And Comprehensive Domestic Network
And Comprehensive Domestic Network
Los Angeles
San Francisco
Denver
Chicago
Cleveland
New York
Washington D.C.
Houston
Source: OAG, Full Year 2010
Guam


$1.0 -
$1.2 Billion of Expected Net
Annual Synergies
75% of synergies expected to be achieved in second year, with full run-
rate expected to be achieved in year three
Combined Entity Will Realize Significant Revenue
and Cost Synergies
Combined Entity Will Realize Significant Revenue
and Cost Synergies
Revenue Synergies        $0.8
0.9
billion
Fleet Optimization
Connectivity
City Presence
Loyalty Program
Net Cost Synergies        $0.2
0.3
billion
Management Overhead
IT Platforms
Facilities Integration
p. 15


Range
Aircraft Range and Capacity
(Current Combined Mainline Fleet)
As of 12/31/09
Combined Fleet Matches the Right Aircraft to the
Right Markets
Combined Fleet Matches the Right Aircraft to the
Right Markets
737 & A320 Families
B757
B747
B777
B767
p. 16
Maximum Retirements
Maximum Options
Mainline Fleet Flexibility
Fleet
Optimization


Connectivity
Combined Network Adds Over 2 Million
Passengers Per Year
Combined Network Adds Over 2 Million
Passengers Per Year
Combined network will attract more
passengers
Net increase of over 2 million new
passengers per year
Example: Connecting the Denver and
Houston hubs creates over 400 new
online city pairs
Connects cities that were previously only
served by United from Denver and
Continental from Houston
Case Study:
Denver/Houston Hubs
San Juan, PR
Denver
(United Hub)
Houston
(Continental Hub)
p. 17


City
Presence
Enhanced Presence in Major Metro Areas
Enhanced Presence in Major Metro Areas
Chicago
Asia
Europe
Midwest 
West Coast
San Francisco
Asia                        
Australia
West Coast
Mexico
Hawaii
Denver
Mountain West
West Coast
Mexico
Hawaii
New York
Northeast US
Europe
Latin America
Asia
Middle East
Washington DC
Europe
Latin America
Middle East
East Coast
Houston
Southern US
Mexico 
Latin America
Asia
Hawaii
Boston, MA
Boston Is Just One of Many Examples
Cleveland
Midwest
East Coast
Los Angeles
Asia                               
Australia
West Coast
Mexico
Hawaii
p. 18


2009 Frequent Flyer Program Total Members
(millions)
*Subject to overlap between current programs
Source: Based on data from public sources including 10-Ks
Loyalty program of choice in metro
areas will drive more spend with
partners
Merger positions combined carrier to
provide top tier service in 13 of the top 25
cities
Earn miles and other benefits with an
unmatched choice of affinity cards
Card products include premium, debit and
small business
Vast array of travel and retail partners
for earning and redemption of miles
Breadth of network in metro areas creates
compelling customer base for partners and
retailers
Loyalty program of choice in metro
areas will drive more spend with
partners
Merger positions combined carrier to
provide top tier service in 13 of the top 25
cities
Earn miles and other benefits with an
unmatched choice of affinity cards
Card products include premium, debit and
small business
Vast array of travel and retail partners
for earning and redemption of miles
Breadth of network in metro areas creates
compelling customer base for partners and
retailers
Industry Leading Loyalty Program For Customers
Industry Leading Loyalty Program For Customers
30
64
74
91
*
p. 19
Loyalty
Program


Common IT Platform enables savings on operations
& purchasing
Reduced complexity of IT infrastructure resulting
maintenance and support savings
Elimination of duplicative functions to create a
leaner, more responsive company
Cost Savings From Reduced Overhead and
Improved Efficiency
Cost Savings From Reduced Overhead and
Improved Efficiency
IT Systems & Technologies
Management Overhead
Facilities Integration
Facilities and service integration due to larger scale
driving more optimal space requirements and
staffing
Rationalization of training center, headquarters and
other real estate
p. 20


The New United Brings Together The Best Of
Both Companies
The New United Brings Together The Best Of
Both Companies
The two companies will bring
together the best from each:
Board of Directors
Management Team
Corporate Strategies
Products and Services
Integration Planning has begun
Focused on value creation
Selected advisors with experience in
airline integration
Strong focus on running the core
business and maintaining performance
trajectory
The two companies will bring
together the best from each:
Board of Directors
Management Team
Corporate Strategies
Products and Services
Integration Planning has begun
Focused on value creation
Selected advisors with experience in
airline integration
Strong focus on running the core
business and maintaining performance
trajectory
p. 21


Substantial Benefits to All Stakeholders
Substantial Benefits to All Stakeholders
Customers
Expanded global network and
superior product and service
Communities
Enhanced service and single-carrier
access to best global network
through strategically located hubs
Employees
Improved long-term career
opportunities and enhanced job stability
Shareholders
Platform for increased profitability and
sustainable long-term value
p. 22


On a Path To Achieve Our Full Potential
On a Path To Achieve Our Full Potential
Our objective is to generate
sustained and sufficient
profitability to return cost of
capital
Merger builds on strong
foundation of performance
improvement
Combination in and of itself will
not be sufficient to meet our
objective
United will continue to pursue
improvement in every area of the
business in order to drive towards
our full potential
Our objective is to generate
sustained and sufficient
profitability to return cost of
capital
Merger builds on strong
foundation of performance
improvement
Combination in and of itself will
not be sufficient to meet our
objective
United will continue to pursue
improvement in every area of the
business in order to drive towards
our full potential
p. 23


Non-GAAP Reconciliations
Non-GAAP Reconciliations


Non-GAAP To GAAP Reconciliation
Non-GAAP To GAAP Reconciliation
p. 25
Operating
Expense
per
ASM
-
CASM (cents)
Twelve Months Ending
Twelve Months Ending
March 31, 2010
March 31, 2009
Actual
Actual
Consolidated operating expense
11.96
15.88
Special items & other exclusions
(0.23)
(1.97)
Consolidated operating expense excluding special items
11.73
13.91
Less: non-cash net mark-to-market hedge impact
0.30
(0.27)
Consolidated excluding special items and non-cash net mark-to-market hedge
impact
12.03
13.64
Less: fuel expense  (excluding non-cash net mark-to-market fuel hedge
impact)
3.49
5.20
Consolidated excluding fuel & special items
8.54
8.44