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): September 6, 2012
UNITED CONTINENTAL HOLDINGS, INC.
UNITED AIR LINES, INC.
CONTINENTAL AIRLINES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-06033 | 36-2675207 | ||
| Delaware | 001-11355 | 36-2675206 | ||
| Delaware | 001-10323 | 74-2099724 | ||
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
| of incorporation) | Identification Number) |
| 77 W. Wacker Drive, Chicago, IL | 60601 | |
| 77 W. Wacker Drive, Chicago, IL | 60601 | |
| 1600 Smith Street, Dept. HQSEO, Houston, Texas | 77002 | |
| (Address of principal executive offices) | (Zip Code) |
(312) 997-8000
(312) 997-8000
(713) 324-2950
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:
| ¨ | 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 7.01 | Regulation FD Disclosure. |
Jeffery A. Smisek, President and Chief Executive Officer of United Continental Holdings, Inc., the holding company whose primary subsidiaries are United Air Lines, Inc. and Continental Airlines, Inc., will speak at the 2012 Deutsche Bank Airline Conference on Thursday, September 6, 2012. Attached hereto as Exhibit 99.1 are slides that will be presented at that time.
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* | United Continental Holdings, Inc. slide presentation delivered on September 6, 2012 | |
| * | Furnished herewith electronically. |
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.
| UNITED CONTINENTAL HOLDINGS, INC. | ||
| UNITED AIR LINES, INC. | ||
| CONTINENTAL AIRLINES, INC. | ||
| By: | /s/ Brett J. Hart | |
| Name: | Brett J. Hart | |
| Title: | Executive Vice President, General Counsel and Secretary | |
Date: September 6, 2012
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1* | United Continental Holdings, Inc. slide presentation delivered on September 6, 2012 | |
| * | Furnished herewith electronically. |
 Deutsche Bank 2012
Airline Conference
United Continental
Holdings, Inc.
September 6, 2012
Exhibit 99.1 |
 Jeff
Smisek President and Chief Executive Officer |
 Safe
Harbor Statement 3
3
Certain statements included in this presentation are forward-looking and thus reflect our current
expectations and beliefs with respect to certain current and future events and financial
performance. Such forward-looking statements are and will be subject to many risks and
uncertainties relating to our operations and business environment that may cause actual results
to differ materially from any future results expressed or implied in such forward-looking statements. Words such as
“expects,” “will,” “plans,” “anticipates,”
“indicates,” “believes,” “forecast,” “guidance,” “outlook” and similar expressions
are intended to identify forward-looking statements. Additionally, forward-looking
statements include statements which do not relate solely to historical facts, such as statements
which identify uncertainties or trends, discuss the possible future effects of current known
trends or uncertainties, or which indicate that the future effects of known trends or uncertainties
cannot be predicted, guaranteed or assured. All forward-looking statements in this presentation are
based upon information available to us on the date of this presentation. We undertake no
obligation to publicly update or revise any forward-looking statement, whether as a result of
new information, future events, changed circumstances or otherwise, except as required by
applicable law. Our actual results could differ materially from these forward-looking statements due
to numerous factors including, without limitation, the following: our ability to comply with the terms
of our various financing arrangements; the costs and availability of financing; our ability to
maintain adequate liquidity; our ability to execute our operational plans; our ability to control
our costs, including realizing benefits from our resource optimization efforts, cost reduction
initiatives and fleet replacement programs; our ability to utilize our net operating losses; our ability
to attract and retain customers; demand for transportation in the markets in which we operate; an
outbreak of a disease that affects travel demand or travel behavior; demand for travel and the
impact that global economic conditions have on customer travel patterns; excessive taxation and
the inability to offset future taxable income; general economic conditions (including interest
rates, foreign currency exchange rates, investment or credit market conditions, crude oil prices, costs of
aircraft fuel and energy refining capacity in relevant markets); our ability to cost-effectively
hedge against increases in the price of aircraft fuel; any potential realized or unrealized gains
or losses related to fuel or currency hedging programs; the effects of any hostilities, act of
war or terrorist attack; the ability of other air carriers with whom we have alliances or
partnerships to provide the services contemplated by the respective arrangements with such carriers; the
costs and availability of aviation and other insurance; the costs associated with security
measures and practices; industry consolidation or changes in airline alliances; competitive
pressures on pricing and demand; our capacity decisions and the capacity decisions of our
competitors; U.S. or foreign governmental legislation, regulation and other actions (including
open skies agreements and environmental regulations); labor costs; our ability to maintain satisfactory
labor relations and the results of the collective bargaining agreement process with our union
groups; any disruptions to operations due to any potential actions by our labor groups; weather
conditions; the possibility that expected merger synergies will not be realized or will not be
realized within the expected time period; and other risks and uncertainties set forth under Item 1A.,
Risk Factors of the Company’s Annual Report on Form 10-K, as well as other risks and
uncertainties set forth from time to time in the reports we file with the SEC. Consequently,
forward-looking statements should not be regarded as representations or warranties by us that
such matters will be realized. |
 United
is transforming We are building a new airline
Broad, business-centric network
Capacity discipline and business flexibility
Creating economic value over the
business cycle
Investing in our people, customers,
product and technology
4
Strengthening the balance sheet |
 The
world’s best network Serving the most destinations of any global
carrier Hubs in the four largest U.S. cities
50 of the Fortune 100 companies headquartered in hubs
Note:
Rankings
for
US
carriers
by
ASMs
as
of
2011
Source: Earnings releases and SEC filings
5
Best Network for Business Customers |
 Driving strong revenue from business-centric network
1. Consolidated PRASM numbers for carriers other than UAL adjusted for length of haul
versus UAL’s length of haul Source: Earnings releases and SEC
filings 6
TME 2Q 2012 PRASM
(in cents)
8.86
10.60
11.94
12.06
13.12
1 |
 1.
Source: Kiodex – Platts US Gulf Coast Jet
2. Source: Earnings releases and SEC filings; Excludes special, one-time items.
See non-GAAP reconciliation in Appendix; Results prior to 4Q10 proforma
Pre-tax Earnings/(Loss) ($B)
7
$1.1
($2.3)
TME 2Q12
2008
Average Jet A ($/bbl)
TME 2Q12
$127.4
2008
$124.7
Generating solid earnings despite elevated fuel prices
1
2 |
 Making
steady progress in complex process of integrating two airlines
8
Operating a safe, clean and
reliable airline
Delivering highlevel of customer
service
Investing in our onboard
product
Improving our reliability and
maintenance programs
Building our Working Together
culture
Focused on Getting
the Basics Right
Awarded single operating
certificate
Converted to single passenger
service system
Reached ratified CBAs with 7
labor groups and an
Agreement in Principle for a
joint CBA with pilots
Began aircraft redeployment
Made Many Substantive
Changes To Date |
 Setting the foundation for the future
9
Generating economic value
Giving co-workers the tools to do their job
Investing in products our customers value
Improving the efficiency of our fleet
Managing capacity for returns
Growing high margin businesses
Enhancing customer service |
 10
ROIC embedded in
business decisions
Fleet
Strategy
Network / Route
Analysis
Product
Investment
Balance
Sheet
Source: Earnings releases and SEC filings
Return on invested capital in excess of 10% over the
business cycle
Return on Invested Capital
(ROIC)
Lower
(-)
Higher
(+)
Economic
Value Added
UAL
2010, 2011
UAL
2007
UAL
2006-2009 |
 11
Note: Rolling consolidated capacity for prior twelve months; industry includes AMR,
DAL, LUV and LCC; capacity proforma for merged carriers Source: Earnings
releases and SEC filings 4Q09
4Q08
4Q07
4Q06
4Q10
Industry
ex-UAL
2Q12
4Q11
Maintaining capacity discipline is core to our long-term
success
(10%)
(5%)
0%
5% |
 Source: SEC filings and investor updates
1.
Results prior to 4Q 2010 pro forma
2.
Capacity guidance from UAL form 8-K filed September 5, 2012
Further reducing 2012 capacity in response to economic
outlook
Consolidated Capacity Trend
Year-over-Year % Change in ASMs
2010
2011
(0.2%)
(1.75%)
2012E
(0.75%)
1.1%
Expect to reduce FY 2013 consolidated capacity year-over-year
12
1
2 |
 Serving customers as a single airline
Loyalty program: MileagePlus
Customer service procedures
Website: united.com
Passenger service system
Operating certificate
Single
13 |
 Giving co-workers the tools to do their jobs
14
Native SHARES
New Interface for SHARES |
 15
Getting the basics right
Working Together culture
Direct, open & honest communication
Dignity & respect
We are a customer service business |
 Investing in our product and technology at our airports
Global Services
New United Club in ORD T-2
Mobile App
16 |
 Improving our customers’
onboard experience
17
International Flat-Bed Seats
Global Satellite Wi-Fi
Boeing Sky Interior |
 Launching game-changing aircraft
18 |
 Growing high margin components of our business
19
90 million members worldwide
100+ partnerships to earn
Unmatched redemption opportunities
Up to 5 more inches of space in coach
Ancillary Revenue
Economy Plus
Value-add products & services
Dynamic pricing
Improved CRM targeting |
 Building our foundation for the future
Broad, business-centric network
Capacity discipline and business flexibility
Creating economic value over the
business cycle
Investing in our people, customers,
product and technology
20
Strengthening the balance sheet |
 21
Appendix: Non-GAAP Financial Reconciliation
($ millions)
S-UA
S-CO
UCH
UCH
Pre-tax Margin
Earnings / (Loss) Before Income Taxes
($5,427)
($695)
($6,122)
$407
Add: Special Items
3,654
181
3,835
739
Adjusted Earnings / (Loss) Before Income Taxes
(1,773)
(514)
(2,287)
1,146
Total Operating Revenue
20,194
15,241
35,435
$37,640
Adjusted Pre-tax Margin
(8.8%)
(3.4%)
(6.5%)
3.0%
Note: Non-GAAP financial measures are presented because they provide management
and investors with the ability to measure and monitor UAL’s performance
using similar criteria on a consistent basis. UAL believes that adjusting for
special items is useful to investors because they are non-recurring items not
indicative of UAL’s on-going performance. Special items relate to
activities that are not central to UAL’s ongoing operations or are unusual in nature.
2008
2008
2008
TME 2Q12 |