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): March 8, 2016

UNITED CONTINENTAL HOLDINGS, INC.

UNITED AIRLINES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-06033	36-2675207
Delaware	001-10323	74-2099724
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

233 S. Wacker Drive, Chicago, IL	60606
233 S. Wacker Drive, Chicago, IL	60606
(Address of principal executive offices)	(Zip Code)

(872) 825-4000

(872) 825-4000

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.

On March 8, 2016, United Airlines, Inc., a wholly owned subsidiary of United Continental Holdings, Inc., issued a press release reporting its February 2016 operational results. The press release 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*	Press Release issued by United Airlines, Inc. dated March 8, 2016

* 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 AIRLINES, INC.
By:	/s/ Chris Kenny
Name:	Chris Kenny
Title:	Vice President and Controller

Date: March 8, 2016

EXHIBIT INDEX

Exhibit No.	Description
99.1*	Press Release issued by United Airlines, Inc. dated March 8, 2016

* Furnished herewith electronically.

EX-99.1

Exhibit 99.1

News Release
United Airlines
Worldwide Media Relations
872.825.8640 media.relations@united.com

United Reports February 2016

Operational Performance

CHICAGO, March 8, 2016 – United Airlines (UAL) today reported February 2016 operational results.

UAL’s February 2016 consolidated traffic (revenue passenger miles) increased 2.7 percent and consolidated capacity (available seat miles) increased 6.0 percent versus February 2015. Excluding the impact of leap year, consolidated traffic decreased 1.0 percent and consolidated capacity increased 2.2 percent year-over-year. UAL’s February 2016 consolidated load factor decreased 2.5 points compared to February 2015.

The company continues to expect first-quarter 2016 consolidated passenger unit revenue to decline 6 to 8 percent compared to the first quarter of 2015, with the decline driven largely by a strong U.S. dollar, lower surcharges, travel reductions from customers impacted by declining oil prices and softening domestic and international yields.

About United

United Airlines and United Express operate an average of nearly 5,000 flights a day to 342 airports across six continents. In 2015, United and United Express operated nearly two million flights carrying 140 million customers. United is proud to have the world’s most comprehensive route network, including U.S. mainland hubs in Chicago, Denver, Houston, Los Angeles, New York/Newark, San Francisco and Washington, D.C. United operates more than 700 mainline aircraft, and this year, the airline anticipates taking delivery of 20 new Boeing aircraft, including 737 NGs, 787s and 777s. The airline is a founding member of Star Alliance, which provides service to 192 countries via 28 member airlines. Approximately 84,000 United employees reside in every U.S. state and in countries around the world. For more information, visit united.com, follow @United on Twitter or connect on Facebook. The common stock of United’s parent, United Continental Holdings, Inc., is traded on the NYSE under the symbol UAL.

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United Reports February 2016 Operational Performance / Page 2

Preliminary Operational Results

	February									Year-to-Date
	2016			2015			Change			2016			2015			Change
REVENUE PASSENGER MILES (000)
Domestic		6,347,769			6,101,440			4.0	%		12,901,297			12,606,649			2.3	%
International		5,936,937			5,851,063			1.5	%		12,934,183			12,835,533			0.8	%
Atlantic		1,838,478			1,997,352			(8.0	%)		4,142,066			4,456,002			(7.0	%)
Pacific		2,380,701			2,391,780			(0.5	%)		5,150,543			5,189,279			(0.7	%)
Latin		1,717,758			1,461,931			17.5	%		3,641,574			3,190,252			14.1	%
Mainline		12,284,706			11,952,503			2.8	%		25,835,480			25,442,182			1.5	%
Regional		1,780,500			1,740,320			2.3	%		3,651,000			3,651,882			0.0	%
Consolidated		14,065,206			13,692,823			2.7	%		29,486,480			29,094,064			1.3	%
AVAILABLE SEAT MILES (000)
Domestic		7,789,155			7,272,906			7.1	%		15,642,995			15,101,386			3.6	%
International		8,227,027			7,796,376			5.5	%		17,075,472			16,628,119			2.7	%
Atlantic		3,006,635			2,985,601			0.7	%		6,217,628			6,298,206			(1.3	%)
Pacific		3,066,565			2,980,721			2.9	%		6,420,239			6,430,388			(0.2	%)
Latin		2,153,827			1,830,054			17.7	%		4,437,605			3,899,525			13.8	%
Mainline		16,016,182			15,069,282			6.3	%		32,718,467			31,729,505			3.1	%
Regional		2,243,027			2,149,951			4.3	%		4,600,993			4,571,602			0.6	%
Consolidated		18,259,209			17,219,233			6.0	%		37,319,460			36,301,107			2.8	%
PASSENGER LOAD FACTOR
Domestic		81.5	%		83.9	%		(2.4	) pts		82.5	%		83.5	%		(1.0	) pt
International		72.2	%		75.0	%		(2.8	) pts		75.7	%		77.2	%		(1.5	) pts
Atlantic		61.1	%		66.9	%		(5.8	) pts		66.6	%		70.8	%		(4.2	) pts
Pacific		77.6	%		80.2	%		(2.6	) pts		80.2	%		80.7	%		(0.5	) pts
Latin		79.8	%		79.9	%		(0.1	) pts		82.1	%		81.8	%		0.3	pts
Mainline		76.7	%		79.3	%		(2.6	) pts		79.0	%		80.2	%		(1.2	) pts
Regional		79.4	%		80.9	%		(1.5	) pts		79.4	%		79.9	%		(0.5	) pts
Consolidated		77.0	%		79.5	%		(2.5	) pts		79.0	%		80.1	%		(1.1	) pts
ONBOARD PASSENGERS (000)
Mainline		6,840			6,392			7.0	%		14,017			13,254			5.8	%
Regional		3,063			3,077			(0.5	%)		6,244			6,408			(2.6	%)
Consolidated		9,903			9,469			4.6	%		20,261			19,662			3.0	%
CARGO REVENUE TON MILES (000)
Total		195,470			221,575			(11.8	%)		396,513			422,196			(6.1	%)

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United Reports February 2016 Operational Performance / Page 3

First Quarter Preliminary Fuel Costs Per Gallon

Estimated average price per gallon of fuel, excluding hedges	$1.21 - $1.26
Operating cash-settled hedge loss price per gallon	$0.16
Estimated average price per gallon of fuel, including operating cash-settled hedges1	$1.37 - $1.42
Non-operating cash-settled hedge loss price per gallon2	$0.01
Estimated average price per gallon of fuel, including all cash-settled hedges3	$1.38 - $1.43

¹  This price per gallon corresponds to fuel expense in the income statement

²  This price per gallon corresponds to the impact of non-operating hedges that appear in non-operating expense in the income statement

³  This price per gallon corresponds to the total economic cost of the company’s fuel consumption including all cash-settled hedges but does not directly correspond to fuel expense in the income statement

Preliminary Operational Results⁶

	2016			2015			Change
February On-Time Performance4		69.6	%		49.9	%	19.7 pts
February Completion Factor5		97.2	%		94.8	%	2.4 pts

⁴  Based on consolidated scheduled flights arriving on or before scheduled arrival time

⁵  Consolidated completion percentage

⁶ The Company’s operational results for January on-time performance and completion factor percentages as reported in its January 2016 traffic report have been adjusted positively. January on-time performance was 65.1% in 2016 and 52.4% in 2015. January completion factor was 95.4% in 2016 and 96.4% in 2015.

Safe Harbor Statement

        Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Certain statements included in this investor update 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,” “goals” and similar expressions are intended to identify forward-looking statements. Additionally, forward-looking statements include statements that 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 report are based upon information available to us on the date of this report. 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, including optimizing our revenue; 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; 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 and environmental regulations); the impact of regulatory, investigative and legal proceedings and legal compliance risks; the impact of any management changes; our CEO’s health prognosis and return to work full time; 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; and other risks and uncertainties set forth under Item 1A., Risk Factors, of UAL’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.

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