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 17, 2009
UAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 001-06033 | 36-2675207 | ||
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
77 W. Wacker Drive, Chicago, IL |
60601 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (312) 997-8000
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
On June 17, 2009, UAL Corporation, the holding company whose primary subsidiary is United Air Lines, Inc., provided an investor update related to its financial and operational outlook for the second quarter of 2009. A copy of the investor update is attached as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. | Description | |
99.1
|
UAL Investor Update dated June 17, 2009 |
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
By: /s/ Kathryn A. Mikells
Name: Kathryn A. Mikells
Title: Senior Vice President and
Chief Financial Officer
Date: June 17, 2009
3
EXHIBIT INDEX
Exhibit No. | Description | |
99.1*
|
UAL Investor Update dated June 17, 2009 |
4
* | The company believes that excluding fuel hedge expenses from non-operating expense is useful to investors because it more clearly depicts the performance of other non-operating revenue and expense items. |
Year-Over-Year % | ||||
Second Quarter | Change | |||
2009 | Higher/(Lower) | |||
Revenue |
||||
Mainline Passenger Unit Revenue (¢/ASM) |
9.14¢ 9.25¢ | (21.1%) (20.1%) | ||
Regional Affiliate Passenger Unit Revenue (¢/ASM) |
16.57¢ 16.75¢ | (14.2%) (13.3%) | ||
Consolidated Passenger Unit Revenue (¢/ASM) |
10.05¢ 10.17¢ | (18.9%) (17.9%) | ||
Cargo and Other Revenue ($ millions) |
$310M $320M | |||
Operating
Expense* |
||||
Mainline Unit Cost Excluding Profit Sharing and
Non-Cash Net Mark-to-Market Impacts (¢/ASM) |
10.83¢ 10.87¢ | (20.1%) (19.8%) | ||
Regional Affiliate Unit Cost (¢/ASM) |
15.83¢ 15.90¢ | (22.9%) (22.5%) | ||
Consolidated Unit Cost Excluding Profit Sharing
and Non-Cash Net Mark-to-Market Impacts (¢/ASM) |
11.44¢ 11.48¢ | (19.9%) (19.6%) | ||
Non-Fuel
Expense* |
||||
Mainline Unit Cost Excluding Fuel & Profit Sharing
(¢/ASM) |
7.80¢ 7.84¢ | 0.0% 0.5% | ||
Regional Affiliate Unit Cost Excluding Fuel (¢/ASM) |
11.95¢ 12.02¢ | 0.3% 0.8% | ||
Consolidated Unit Cost Excluding Fuel & Profit
Sharing (¢/ASM) |
8.31¢ 8.35¢ | 1.0% 1.5% | ||
Fuel Expense |
||||
Mainline Fuel Consumption |
500 Million Gallons | |||
Mainline Fuel Price Excluding Hedges |
$1.60 / Gallon | |||
Mainline Fuel Price Including Cash Settled Hedges |
$1.91 / Gallon | |||
Mainline Fuel Price Including Cash Settled Hedges
and Non-Cash Net Mark-to-Market Gains/(Losses)
(GAAP fuel expense per gallon) |
$1.21 / Gallon | |||
Regional Affiliates Fuel Consumption |
95 Million Gallons | |||
Regional Affiliates Fuel Price |
$1.80 / Gallon | |||
(Fuel hedge gains and losses are not allocated to
Regional Affiliates) |
||||
Non-Operating Income/(Expense) |
||||
Non-Operating Income/(Expense) Excluding Hedge
Gains/Losses |
$ | (135M) $(145M) | ||
Cash Net Losses on Settled Fuel Hedge Contracts |
$ | (95M) | ||
Total Non-Operating Income/(Expense) Excluding |
||||
Non-Cash Net Mark-to-Market Fuel Hedge Gains |
$ | (230M) $(240M) | ||
Non-Cash Net Mark-to-Market Fuel Hedge Gains |
$ | 135M | ||
Total GAAP Non-Operating Income/(Expense) |
$ | (95M) $(105M) | ||
Income Taxes |
||||
Effective Tax Rate |
0% | |||
Capacity and Traffic |
||||
Mainline Domestic Capacity (Million ASMs) |
17,612 | (13.3%) | ||
Mainline International Capacity (Million ASMs) |
13,924 | (7.7%) | ||
Mainline System Capacity (Million ASMs) |
31,536 | (10.9%) | ||
Regional Affiliates Capacity (Million ASMs) |
4,411 | 6.9% | ||
Consolidated Domestic Capacity (Million ASMs) |
22,023 | (9.9%) | ||
Consolidated System Capacity (Million ASMs) |
35,947 | (9.0%) | ||
Mainline System Traffic (Million RPMs) |
25,718 26,012 | (12.7%) (11.7%) | ||
Regional Affiliates Traffic (Million RPMs) |
3,442 3,474 | 9.7% 10.7% | ||
Consolidated System Traffic (Million RPMs) |
29,160 29,486 | (10.5%) (9.5%) | ||
* Excludes
special items and certain accounting charges |
Crude Oil Price* | Cash Settled Hedge Impact | 2Q09 | 3Q09 | 4Q09 | FY09 | |||||||||||||
$100 per Barrel |
Mainline Fuel Price Excluding Hedge** ($/gal) | $ | 2.84 | $ | 2.89 | $ | 2.23 | |||||||||||
Increase/(Decrease) to Fuel Expense ($/gal) | $ | (0.37 | ) | $ | (0.38 | ) | $ | 0.02 | ||||||||||
Increase/(Decrease) to Non-Operating Expense ($ millions) | $ | 7M | $ | 8M | $ | 190M | ||||||||||||
$90 per Barrel |
Mainline Fuel Price Excluding Hedge** ($/gal) | $ | 2.60 | $ | 2.65 | $ | 2.11 | |||||||||||
Increase/(Decrease) to Fuel Expense ($/gal) | $ | (0.22 | ) | $ | (0.26 | ) | $ | 0.09 | ||||||||||
Increase/(Decrease) to Non-Operating Expense ($ millions) | $ | 15M | $ | 15M | $ | 206M | ||||||||||||
$80 per Barrel |
Mainline Fuel Price Excluding Hedge** ($/gal) | $ | 2.36 | $ | 2.41 | $ | 1.99 | |||||||||||
Increase/(Decrease) to Fuel Expense ($/gal) | $ | (0.07 | ) | $ | (0.14 | ) | $ | 0.15 | ||||||||||
Increase/(Decrease) to Non-Operating Expense ($ millions) | $ | 26M | $ | 26M | $ | 227M | ||||||||||||
$70.62 per Barrel*** |
Mainline Fuel Price Excluding Hedge** ($/gal) | $ | 1.60 | $ | 2.14 | $ | 2.19 | $ | 1.88 | |||||||||
Increase/(Decrease) to Fuel Expense ($/gal) | $ | 0.31 | $ | 0.07 | $ | (0.02 | ) | $ | 0.22 | |||||||||
Increase/(Decrease) to Non-Operating Expense ($ millions) | $ | 95M | $ | 36M | $ | 35M | $ | 247M | ||||||||||
$60 per Barrel |
Mainline Fuel Price Excluding Hedge** ($/gal) | $ | 1.88 | $ | 1.93 | $ | 1.75 | |||||||||||
Increase/(Decrease) to Fuel Expense ($/gal) | $ | 0.23 | $ | 0.10 | $ | 0.29 | ||||||||||||
Increase/(Decrease) to Non-Operating Expense ($ millions) | $ | 47M | $ | 47M | $ | 269M | ||||||||||||
$50 per Barrel |
Mainline Fuel Price Excluding Hedge** ($/gal) | $ | 1.65 | $ | 1.70 | $ | 1.63 | |||||||||||
Increase/(Decrease) to Fuel Expense ($/gal) | $ | 0.35 | $ | 0.18 | $ | 0.34 | ||||||||||||
Increase/(Decrease) to Non-Operating Expense ($ millions) | $ | 57M | $ | 57M | $ | 290M | ||||||||||||
$40 per Barrel |
Mainline Fuel Price Excluding Hedge** ($/gal) | $ | 1.41 | $ | 1.46 | $ | 1.51 | |||||||||||
Increase/(Decrease) to Fuel Expense ($/gal) | $ | 0.41 | $ | 0.22 | $ | 0.37 | ||||||||||||
Increase/(Decrease) to Non-Operating Expense ($ millions) | $ | 63M | $ | 60M | $ | 299M |
* | Projected impacts assume a common, parallel jet fuel refining crack spread consistent with June 15, 2009 forward prices, and a parallel crude forward price curve consistent with June 15, 2009 forward prices. Row headings refer to illustrative spot closing prices on June 15, 2009. | |
** | Mainline fuel price per gallon excluding hedge impacts, but including taxes and transportation costs. | |
*** | The row labeled $70.62 per barrel is consistent with the June 15, 2009 fuel forward price curve used to provide the outlook on each of the collateral tables shown below, as well as the Second Quarter 2009 Financial and Operational Outlook table on the prior page. |
2Q09 | 3Q09 | 4Q09 | ||||||||||
Based on June 15, 2009
Closing Forward Prices |
$ | 195M | $ | 60M | $ | 10M |
Approximate Change in Cash | ||||
Collateral For Each $5 per | ||||
Barrel Change in the Price of | ||||
Price of Crude Oil, in Dollars per Barrel: | Crude Oil | |||
Above $125 |
No Collateral Required | |||
Above $90, but Less than or Equal to $125 |
$15 million | |||
Above $50, but Less than or Equal to $90 |
$25 million | |||
Above $35, but Less than or Equal to $50 |
$47 million | |||
Less than or Equal to $35 |
$34 million |
For the Three | For the Six | For the Nine | ||||||||||
Months Ended | Months Ended | Months Ended | ||||||||||
Projected Fixed Charges for Each Quarter | June 30, 2009 | Sept. 30, 2009 | Dec. 31, 2009 | |||||||||
Fixed Charges |
$ | 185M | $ | 365M | $ | 550M | ||||||
Coverage Ratio Covenant |
1.0x | 1.1x | 1.2x |
2Q 2009 | ||||||||||||
(Estimated) | ||||||||||||
Basic Share Count | Diluted Share Count | Interest Add-back | ||||||||||
Net Income | (in millions) | (in millions) | (in millions) | |||||||||
Less than or equal to $0 |
145.1 | 145.1 | $ | | ||||||||
$1 million $80 million |
145.1 | 145.2 | $ | | ||||||||
$81 million $112 million |
145.1 | 167.5 | $ | 12.3 | ||||||||
$113 million or greater |
145.1 | 170.9 | $ | 14.8 |
Full Year 2009 | ||||||||||||
(Estimated) | ||||||||||||
Basic Share Count | Diluted Share Count | Interest Add-back | ||||||||||
Net Income | (in millions) | (in millions) | (in millions) | |||||||||
Less than or equal to $0 |
145.0 | 145.0 | $ | | ||||||||
$1 million $323 million |
145.0 | 145.2 | $ | | ||||||||
$324 million $451 million |
145.0 | 167.4 | $ | 49.6 | ||||||||
$452 million or greater |
145.0 | 170.8 | $ | 59.8 |
Q2 2009 Estimate | ||||||||
Operating expense per ASM CASM (cents) | Low | High | ||||||
Mainline operating expense excluding profit
sharing |
9.72 | 9.76 | ||||||
Special items and other exclusions* |
| | ||||||
Mainline operating expense excluding profit sharing and special items |
9.72 | 9.76 | ||||||
Plus: net non-cash mark-to-market impact |
1.11 | 1.11 | ||||||
Mainline operating expense excluding profit
sharing, net non-cash
mark-to-market impact and special items |
10.83 | 10.87 | ||||||
Less: fuel expense (excluding net non-cash
mark-to-market impact) |
(3.03 | ) | (3.03 | ) | ||||
Mainline operating expense excluding fuel,
profit sharing and special items |
7.80 | 7.84 |
Q2 2009 Estimate | ||||||||
Regional Affiliate expense per ASM CASM (cents) | Low | High | ||||||
Regional Affiliate operating expense |
15.83 | 15.90 | ||||||
Less: Regional Affiliate fuel expense |
(3.88 | ) | (3.88 | ) | ||||
Regional CASM excluding fuel |
11.95 | 12.02 |
Q2 2009 Estimate | ||||||||
Operating expense per ASM CASM (cents) | Low | High | ||||||
Consolidated operating expense excluding
profit sharing |
10.47 | 10.51 | ||||||
Special items and other exclusions* |
| | ||||||
Consolidated operating expense excluding
profit sharing and special items |
10.47 | 10.51 | ||||||
Plus: net non-cash mark-to-market impact |
0.97 | 0.97 | ||||||
Consolidated operating expense excluding
profit sharing, net non-cash
mark-to-market impact and special items |
11.44 | 11.48 | ||||||
Less: fuel expense (excluding net non-cash
mark-to-market impact) |
(3.13 | ) | (3.13 | ) | ||||
Consolidated expense excluding fuel, profit
sharing and special items |
8.31 | 8.35 |
* | Operating expense per ASM CASM also excludes the impact of certain primarily non-cash impairment, severance and other similar accounting charges. While United anticipates that it will record such charges in the second quarter, at this time the company is unable to accurately estimate the amounts of these charges. |