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): October 5, 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 of incorporation)	(Commission File Number)	(IRS Employer 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.

Ted North, Managing Director Corporate Finance, 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 Credit Suisse Global Credit Products Conference on Friday, October 5, 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 October 5, 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/ John D. Rainey
Name:	John D. Rainey
Title:	Executive Vice President and Chief Financial Officer

Date: October 5, 2012

EXHIBIT INDEX

Exhibit No.	Description
99.1*	United Continental Holdings, Inc. slide presentation delivered on October 5, 2012

* Furnished herewith electronically.

EX-99.1

Credit Suisse Global

Credit Products

Conference

United Continental

Holdings, Inc.

October 5, 2012

Exhibit 99.1

Ted North

Managing Director –

Corporate Finance

Safe Harbor Statement

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.

3

3

United is transforming

Broad,

business-centric

network

Capacity

discipline &

business

flexibility

Strengthening

the balance

sheet

Investing in

our people,

customers,

products &

technology

Growing

high-margin

businesses

4

We are building a new airline

The world’s best network

Serving the most destinations of any global carrier

Hubs in the four largest U.S. cities

50 of Fortune 100 companies headquartered in hubs

Rankings for US carriers by TME 2Q 2012 scheduled ASMs

Source: OAG

5

Best Network for Business Customers

Industry-leading unit revenue

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

1

(in cents)

8.86

10.60

11.94

12.06

13.12

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 B; Results prior to 4Q10 proforma

Pre-tax Earnings/(Loss) ($B)

2

7

$1.1

($2.3)

TME 2Q12

2008

Average Jet A ($/bbl)

1

TME 2Q12

$127.4

2008

$124.7

Generating solid earnings despite elevated fuel prices

ROIC goal of 10% over the business cycle

Return on Invested Capital

8

Note: Results proforma prior to 4Q 2010; ROIC calculation available in Appendix A and on our website: http//:ir.united.com

Source: SEC filings

1. Source: Kiodex –

Platts US Gulf Coast Jet

10.3%

11.3%

7%

8%

9%

10%

11%

12%

13%

14%

TME 2Q 2012

2010 -

2Q 2012

10%

Threshold

Jet A Price ($/bbl)

1

Achieved 10% ROIC goal in most recent twelve month period despite elevated fuel

prices

70

80

90

100

110

120

130

140

Jan. 2011

Jan. 2010

Sep. 2012

Jan. 2012

9

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

(10%)

(5%)

0%

5%

Industry

ex-UAL

4Q08

4Q10

4Q09

2Q12

4Q06

4Q07

4Q11

Maintaining capacity discipline is core to our long-term

success

Source: SEC filings and investor updates

Consolidated Capacity Trend

(Year-over-Year % Change in ASMs)

2010

1

2011

(0.2%)

(1.75%)

2012E

2

(0.75%)

1.1%

Expect FY 2013 consolidated capacity to decline

approximately 1% year-over-year

10

Reducing capacity in response to economic outlook

Results proforma prior to 4Q 2010

Updated from July 2012 investor Update

1.

2.

Solid liquidity position

1. Cash,

short-term

investments

and

undrawn

credit

facilities

divided

by

TME

2Q

2012

revenue

Source: SEC filings

11

TME 2Q 2012 Liquidity

(as % of revenue)

14.6%

18.5%

20.0%

21.8%

23.8%

1

Note: Results prior to 4Q 2010 pro forma

Source: Earnings releases, SEC filings and July 2012 Investor Update

Net Debt

1

($B)

12

Net Debt

1

incl. Pension

2

($B)

2012 interest expense

3

expected to decline more than 20% vs. 2010

Committed to strengthening the balance sheet

$12.0

2009

$13.5

2010

$15.9

($3.9)

2011

2010

($3.2)

2011

$17.3

$16.2

12.0

15.9

$19.4

2009

13.5

Net Debt

Pension

1.     Year end balances; Includes aircraft rent capitalized at 7 times

2.     Pension includes the under-funded  portion of pension and post-retirement liabilities

3.     2012 interest expense is midpoint of non-operating expense guidance from July 2012 Investor Update

$4B of non-aircraft debt coming due through 2016

13

Scheduled Debt & Capital Lease Payments ($B)

0.4

1.0

1.2

1.0

2016

$1.1

0.7

0.0

2015

$2.1

0.9

2014

$2.3

1.0

2013

$1.9

0.8

2012

$1.5

0.8

0.4

0.1

0.2

0.1

0.3

Aircraft Amortization

Non-Aircraft

Aircraft Maturities

Note: As of September 26, 2012;  Includes 2012-2 EETC financing

Opportunity to increase unencumbered asset base

14

$11.3

$7.7

$5.1

$3.0

2015

2014

2013

2012

Potential Unencumbered Asset Balance ($B)

Note: Cumulative total of assets generally accepted as collateral in financing transactions and not then encumbered; Asset values derived

from historical appraisals and company estimates; 2012 amount includes currently available assets and assets expected to become

unencumbered by 2012 year-end

Boeing 737

MAX 9

Highly efficient

Great fit for network

Unrivaled customer

experience

Boeing 787

Dreamliner

Investing in our fleet

15

Record low coupon in September 2012 EETC financing

16

Finances

21

aircraft

to

be

delivered

November

2012

–

July

2013

18 Boeing 737-900ER

3 Boeing 787-8 Dreamliners

1. Without the benefit of an insurance policy to support repayment of principal

LTV of 55.0%

$712M of proceeds

4% fixed-rate coupon, lowest in

A Tranche

B Tranche

LTV of 65.2%

$132M of proceeds

5 ½% fixed-rate coupon

Blended fixed-rate coupon of 4.16% lowest EETC coupon ever achieved

1

history

Investing in our product and technology

New United

Club in

ORD T-2

Boeing

Sky

Interior

Enhanced

Agent

Interface

Global

Satellite

Wi-Fi

Growing high margin components of our business

18

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

®

19

Getting the basics right

Working Together culture

Direct, open & honest communication

Dignity & respect

We are a customer service business

United is transforming

We are building a new airline

Broad,

business-centric

network

Capacity

discipline &

business

flexibility

Strengthening

the balance

sheet

Investing in

our people,

customers,

products &

technology

Growing

high-margin

businesses

20

21

Appendix A: ROIC calculation

TME 2Q12

$1,146

870

490

166

(6)

$2,666

TME 2Q12

$38,726

7,077

(19,863)

$25,940

10.3%

Source: Earnings releases and SEC filings; 

1.Excludes special, one-time items. See non-GAAP reconciliation in Appendix B

2.Interest components of NOPAT include tax effect at annualized cash tax rate

Net Operating Profit After Tax (“NOPAT”) ($M)

Adjusted Pre-Tax Income

+ Interest Expense

+ Interest Component of Capitalized Aircraft Rent

+ Net Interest on Pension

Adjusted for Cash Taxes

NOPAT

Invested Capital ($M)

Total Assets

+ Capitalized Aircraft Rent (@ 7.0x)

-

Non-Interest Bearing Liabilities

Average Invested Capital

Return on Invested Capital

2

2

2

1

22

Appendix B: Non-GAAP Financial Reconciliation

S-UA

S-CO

UAL

UAL

($5,427)

($695)

($6,122)

$407

3,654

181

3,835

739

($1,773)

($514)

($2,287)

$1,146

$20,194

$15,241

$35,435

$37,640

(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

Pre-tax Margin

($ millions)

Earnings / (Loss)  Before Income Taxes

Add: Special Items

Adjusted Earnings / (Loss) Before Income Taxes

Total Operating Revenue

Adjusted Pre-tax Margin