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): December 8, 2010

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.

Jeff Smisek, President and Chief Executive Officer of United Continental Holdings, Inc. (the “Company”), and Zane Rowe, Executive Vice President and Chief Financial Officer of the Company, will speak at the Hudson Securities Airline Conference on Wednesday, December 8, 2010. 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 December 8, 2010

* 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/ Thomas J. Sabatino, Jr.
Name:	Thomas J. Sabatino, Jr.
Title:	Executive Vice President, General Counsel & Secretary

Date: December 8, 2010

EXHIBIT INDEX

Exhibit No.	Description
99.1*	United Continental Holdings, Inc. slide presentation delivered on December 8, 2010

* Furnished herewith electronically.

EX-99.1

Hudson Securities

2010 Airline Conference

United Continental Holdings

December 8, 2010

Exhibit 99.1

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 aviation fuel and energy refining capacity

in relevant markets); our ability to cost-effectively hedge against increases in the price of aviation 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 on 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); 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 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.

2

Jeff Smisek

President and Chief Executive Officer

United Continental Holdings, Inc.

United –

The world’s leading airline

4

Unparalleled Global Network

Strong Partnerships

Industry Leading Products & Services

Exceptional Coworkers

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

Global network with unsurpassed scope

5

Figures for destinations with regular service in 2010

Rankings by ASMs

as of TME 3Q10

Source: OAG, Full Year 2010

#1 across the

Pacific

#1 in US /

Canada

#2 to Latin

America

#2 across the

Atlantic

6

16%

16%

27%

Star –

The world’s leading alliance

Global Capacity

Share

By Alliance

* Future members

*

*

Industry leading loyalty program for customers

•

2011 program alignment is first step

towards consolidating loyalty of most

valued customers

•

Loyalty program of choice in key metro

areas 

•

Vast array of travel and retail partners for

earning miles

•

Broad redemption opportunities on our

combined network and partners

7

United’s goal is to be the airline of choice for the global

business traveler

8

Employees with a shared vision for the future

9

Zane Rowe

Executive Vice President and CFO

United Continental Holdings, Inc.

Strong financial performance

40

10

20

30

0

Consolidated Revenue –

TME 3Q10

Note: Excludes specials, one-time items and non-cash MTM hedge gains/losses.

GAAP to non-GAAP reconciliation included in the appendix.

Source: Earnings releases and SEC filings.

-3.4%

3.5%

3.5%

3.9%

7.0%

Pre-tax Income Margin –

TME 3Q10

And $1.0 -

$1.2 billion of net annual synergies expected

11

$B

12

Industry leading revenue premium

9.26

10.38

10.52

11.52

Consolidated PRASM –

TME 3Q10

Consolidated PRASM numbers adjusted for length of haul.

Source: Earnings releases and SEC filings.

•

Carrier of choice for business and

premium travelers

•

Well diversified global network

•

Award winning products and services

and

industry leading operational

performance

Strong operational performance is the foundation for

revenue performance and customer satisfaction

YTD October 2010 Domestic Mainline

Completion Factor

YTD October 2010 Domestic Mainline

Arrival :14

13

Industry Avg.

ex. UAL

98.2%

UAL

1

98.9%

Industry Avg.

ex. UAL

78.5%

UAL

1

82.3%

1. UAL operational performance calculated as weighted average of

United Airlines and Continental Airlines.

Source:

DOT

and

Exchange

data

for

completion

factor

and

Flightstats.com

for

A:14

information.

Range

737 & A320 Families

B757

B747

B777

B767

Combined fleet permits us to match the right aircraft to the

right markets

14

•

Current Aircraft: 

•

Optimized Aircraft:

•

Results:

–

69 additional seats per departure

–

Better able to capture strong cargo demand

–

Downgauge

UA hub-to-hub flying (B767 to B757)

Houston-Lima

Starting February 2011

UA B767

Aircraft Range and Capacity

(Current Mainline Fleet)

CO B757

United’s network strength and business traveler focus provide

additional revenue opportunities

15

•

Unparalleled global

reach and

concentration in key

business centers

•

Little overlap of

existing corporate

accounts

•

Well positioned for

corporate account

expansion

US Census Bureau populations estimates as of July 1, 2009

Expanding ancillary revenue streams

16

Creating products and services our

customers want and are willing to purchase

1

st

and 2

nd

Checked

Baggage Fees

Buy-on-Board Food

Premium Wines

for Purchase

Premium Cabin Upsell

(First & Business Class)

Preferred Economy

Seating

Premier®

For A Day

Premier Line

Improving when and how we offer these

products and services to our customers

Award Accelerator

Lounge Access

(One-time Pass)

Door-to-Door Baggage

Merger provides near-term cost reduction opportunities

17

Elimination of Redundancies

Economies of Scale

•

Improve airport efficiencies

•

Distribution cost reductions

•

Immediate procurement

opportunities

•

Streamline corporate overhead

•

Co-locate airport facilities 

–

~25 expected by 1H 2011, up to 50 by

YE 2011

•

Reduce IT overlap

Expect to achieve more than a third of cost related

synergies in 2011

Real US GDP Forecast

(Year-Over-Year % Change)

3.0%

2012

2011

2.4%

2010

2.8%

Global Insight Estimate –

November

2010

18

United remains committed to capacity discipline

Consolidated

1.0% -

2.0%

International

3.0% -

4.0%

Domestic

(0.5)% -

0.5%

2011 Capacity Guidance

Guidance Range

In line

with

industry

19

Strong liquidity position and focus on strengthening the

balance sheet

Third Quarter Liquidity

(Percent of Last Twelve Months Revenue)

17.2%

17.8%

21.1%

27.7%

Liquidity

Balance (In $B)

$9.1            $4.8           $5.6             $2.0

1.

Liquidity is calculated based on 3Q10 ending  unrestricted cash balance and TME 3Q10 Revenue.

2.

Net Liquidity is calculated as 3Q10 ending cash balance less 2011 debt and capital lease obligations.

Net Liquidity (Liquidity Less Obligations)

(Percent of Last Twelve Months Revenue)

9.2%

9.9%

14.2%

20.5%

Expect to end 2010 with between $8.6B and $8.7B in

unrestricted cash and short-term investments

1

2

Jeff Smisek

President and Chief Executive Officer

United Continental Holdings, Inc.

21

Go Forward Plan

22

GAAP To Non-GAAP Reconciliation

Twelve Months Ended

9/30/2010

PRE-TAX MARGIN

$ In Millions

    Earnings before income taxes

1,010

     Add: impairments, special items and other charges and non-cash, net mark-

to-market gains/losses

267

Adjusted Pre-Tax Income

1,277

Revenue

32,912

Adjusted Pre-Tax Margin

3.9%