United Continental Holdings, Inc. at Bank of America Merrill Lynch Global Transportation Conference

May 21, 2012

Corporate Participants

* Glenn Engel

BofA Merrill Lynch - Analyst

* John Rainey

United Continental Holdings Inc. - CFO


GLENN ENGEL, ANALYST, BOFA MERRILL LYNCH: Our next speaker is John Rainey, Chief Financial Officer of United Airlines. John comes from the Continental side having joined its Planning and Analysis team in 1997 and he took over as CFO last month. When I asked him to characterize his approach to the role, he made two comments to me. One, he said he viewed himself more as a finance guy than an airline guide, a sign of how the industry is changing and one I think we all welcome. And two, he said he hoped to be more open regarding UAL's strategies and views, and so I hope our audience can test him on that in a Q&A.

With that, we will start with John.

JOHN RAINEY, CFO, UNITED CONTINENTAL HOLDINGS INC.: Thank you Glenn, and good morning. Thanks for being here. I'm happy to be here in Boston today talking to you about United Airlines.

Before we get into this, we've got the Safe Harbor statement here. Certain forward-looking information will be in the presentation and that contains certain risks.

But the key thing I want to focus on is United Airlines and the industry is changing. When I started at Continental in 1997, it was a very different industry at that point in time. The industry was -- had many competitors in it. It was -- advance slide -- it was a highly fragmented industry at that point in time. It was characterized by rapid capacity growth with a commoditized product. That was subject to the vagaries of the economy as well as entrants from low-cost competitors.

One of the results of that is that the industry went from wild swings of profitability to having years of losses. In what was already a capital intensive business, the industry was forced to lever up more to fund those losses. That created sort of a vicious economic cycle there. The industry was very market share oriented as well. That's changed today.

Today, we have a consolidation. In fact, Continental and United are products of that consolidation and we think that consolidation has been an unalloyed good to this industry. We have management teams that are focused on disciplined capacity management. We have unbundled the product. We have actually provided some product differentiation with things like Economy Plus where we are providing value-added products today. What we are doing is we are changing the way that we view debt to actually use it for investments in the business rather than to fund the losses that we've had over the last few years.

Importantly, you have management teams now that are focused on profits, on returning our cost of capital versus chasing market share.

Just as the industry has changed, United is changing. Everything we do at United is with the mindset of creating economic value.

Today, I'm going to talk about four things that I think are levers towards that end. The first, specific to United, is our broad business-centric network. We have capacity discipline and business flexibility that we are instilling in this business. We're focused on strengthening the balance sheet and we're going to make investments in this business, in people, in technology and in our products.

Looking at our broad business-centric network, we are -- the combination of United and Continental provides what is the greatest route network in the world. We are number one in the domestic area as well as to Asia. We are number two in the Atlantic and number two in Latin America. The cornerstone of this network is the hubs that we have in the United States. They are hubs where you would want if you were developing an airline from scratch. We have hubs in the four largest cities in the United States. 50 of the Fortune 100 companies are headquartered in those hubs. We fly to more destinations, 375, than any other carrier in the world.

A key piece of having that route network is reflected in our RASM premium to the industry. We have the highest RASM premium in the industry. It's also reflected in our pretax margin premium to the industry. Importantly, this is before the majority of the $1 billion to $1.2 billion in synergies that we will achieve as a result of this merger.

We are continuing to strengthen the balance sheet. The graph before you here compares our net debt as compared to 2009 versus 2011. Importantly, when we look at net debt, we also capitalize the operating leases of our regional aircraft which I think is not necessarily done by all of our competitors in the industry. Please keep that in mine.

But as you see here, there is a $4 billion reduction in net debt over this time period. Just in the last year alone and through the first quarter of 2012, we paid down $3 billion of debt, including $100 million of prepayments.

If you look at the effect of that on our P&L, our annual interest expense has decreased $200 million over that time period. As a CFO, I love this, because this is a savings that is not dependent upon load factor assumptions or product take rates. This is recession-proof savings that occurs year-in and year-out to the bottom line.

When we do borrow money in this industry, it needs to be to invest in our product and in our fleet. That's a key focus. I think an important aspect of investments in fleet is to focus on fuel efficiency. We have one of the most fuel-efficient fleets in this industry. Considering that we consume 4 billion gallons of fuel annually at over $13 billion in expense, small improvement here go a very long ways.

Not only are the investments in the fleet creating fuel efficiency but some of the actions we are taking through ground operations, through more direct routing of airplanes. Last year alone, just through best practices achieved in this merger, we reduced our consumption by 60 million gallons of fuel. That's hard to wrap your mind around, I'm sure. But the way I think about it is that's like if we were able to fly or five days without paying for fuel, which is our single largest expense and making up 35% to 40% of our cost structure. That's a tremendous benefit. That's why you'll continue to see us make investments in our fleet and in technology that actually achieves fuel savings.

Looking at our fleet, our offering provides us a lot of latitude in where we can fly at. One of the key things that we are going to do as part of this merger is redeploy aircraft to best put that capacity on a particular market. A good example of this is what we're doing with our narrow-body fleet, the Airbus and the 737s. The Airbus historically have been flowed out of Chicago. We can redeploy some of those airplanes down to Houston markets, and vice versa put the 737s up on Chicago markets to better match the capacity. That's actually a key enabler of some of the synergies that we have.

But importantly on this graph, if you look at the Y axis, we've got the number of seats per plane and the X axis has the range of the aircraft. There was a hole here previously that has been filled by the 787. You see it over there at the right-hand side of the graph. The 787 has the range of a 777, but the seating capacity of 767. That allows us a lot of new opportunities in terms of the markets that we can fly. Moreover, what it does is it allows us flexibility in the way we deploy our aircraft seasonally.

If you look at this graph, we've highlighted a few areas around the globe that have counter-seasonal demand. An example would be India. India peaks -- has its peak demand in the winter season. So we can take today where a 777 is flying to India in the summertime, and there's not as much demand, and reallocate a 787 to that market and put the 777 going to Asia or going to London where there's higher demand. What this does is effectively mute some of the seasonal aspects that you historically seen in this business.

We've been disciplined in our capacity deployment. Last year, we were the only carrier to reduce capacity overall for 2011. This year, we have already reduced our initial capacity guidance by 1 point.

You will continue to see us be thoughtful and disciplined as we go forward. I think an important aspect of that is the capability we have with the latitude in our fleet. We have half of our mainline fleet is going to come off of lease or become unencumbered by 2016.

If you look at our regional fleet, 35% will come out of contract in the next 20 years, 55% in the next five years. What this does is allow us to respond to macro economic conditions over time and not be handicapped by having lease payments or fleets that are encumbered by debt.

Our capacity discipline has been consistent. This graph highlights where we are versus 2006 in capacity. As you can see, we are down more than that of Southwest, Delta or US Airways, 6% versus that time period.

Importantly, when we look at our capacity discipline, we are consistent. When you manage the business with wild swings in capacity from one year to the next or one quarter to the next, that creates an inconsistent product for your customers and it creates -- it makes it difficult to manage costs because of the costs associated with that capacity. So, we have been pretty consistent in this over time and we will be going forward.

The primary difference as I sit here today comparing to when I started in this business is I think the focus on return on invested capital. Clearly, this is at the centerpiece of everything that we do at United. This graph illustrates the economic value added over the last few years. It's embedded in all of our decision-making, whether it's the products that we invest in at the airport, technology, our schedule decisions, and it will continue to be embedded in those decisions going forward.

Importantly, if you think about how this industry has transformed, we are actually into the third year now of having created economic value in this industry. That has not occurred since the 1990s. I might argue that, in the 1990s, it was not the result of the business management decisions but more a product of the environment at the time.

In March, we converted over to what we called SHARES, which is our single reservation system. This was a huge effort for us. It was the single largest technology migration in the history of aviation. What we effectively became is one airline to the passenger. We created a single reservation system, a single Mileage Plus system, a single check in process to the customer. We created a single mobile application. All of this, it basically enables us to achieve the $800 million to $900 million in revenue synergies that we said we would.

A couple examples of this is I mentioned the redeployment of aircraft. We can now freely flow our aircraft throughout the system. You can have a United agent that can check in a Continental plane and vice versa. We were handicapped by the inability to do that previously.

Another example is the ability to dynamically price our ancillary revenue offering. Economy Plus is something we were not able to change the prices on prior to this SHARES migration. Now we can change the price of our Economy Plus offering based upon the day of week, the time of day, the window, middle, or aisle seat, and it basically enables us the ability to revenue manage our ancillary product system. So SHARES is a great system. We're excited about the opportunities this holds for us.

Additionally, we also changed our Mileage Plus program, some of the benefits that accrue to the members. We had certain groups in this program that were over-entitled, if you will. Now we have realigned the benefits of that program with what the customers and program participants are actually providing to the airline. This is a good change going forward.

We are making investments in our business like where there are areas were high-margin parts of our business like the Mileage Plus program. Mileage Plus is the leading loyalty program in the world. There are more members in the Mileage Plus program than there are citizens of France. To the extent we can create more value for those participants, that we can give them more opportunities to earn, more opportunities to redeem and in fact create a more fungible currency for them, that will create a stickiness and a more loyalty to that program itself. It's an incredible growth opportunity for us.

We're also investing in our people and our product. The decisions that we make at United are primarily centered around the business passenger. We understand what the business passenger wants from whether it's scheduling decisions, investments in the airport, our Mileage program, and importantly the product that our customers are flying on.

We're almost 80% complete with our lie-flat seat program. We are doing a re-decor, if you will, in some of our fleets that are perhaps maybe a little more tired looking on the interiors.

Importantly, beginning in August of this year, we are beginning the installation of our global satellite-based WiFi system. We are excited about this system. It will enable you to actually use WiFi going trans-Atlantic, trans-Pacifically. It's got more bandwidth than the other systems that are out there, so while we are a little bit later to bring this to the party, we are actually very excited about the offering that it has.

Importantly too, I think, as we think about investments in the business, there's a considerable amount of work that is done that is manually intensive that is defect-driven. If you think about a gate agent at the airport, a considerable amount of that person's time is dealing with misconnects, upgrades, things like that. We can better automate that process so that the customer service agents can provide just that, customer service, and they're not dealing with defects and correcting those.

Fundamentally, we are a service business. That means that customer service matters. Importantly, at United, we are spending a lot of time and effort to try to get the culture right, above everything else. We've had a long history of working together, and we need to treat each other with respect. We need to have an environment where we foster open and honest and frequent communication. There will be a considerable amount of focus on this going forward as we talked about sort of our agreements with our different labor teams and so forth. We want to have this, an environment where success is not mutually exclusive with our labor groups.

So with that, I'll close by saying that I think there is an incredible amount of focus on creating economic value in this management team. I'm excited about where the industry is going, I am excited about United's part and particularly I'm excited about my role in those contributions towards creating shareholder value over the long term.

So with that, I'll open it up to any questions.

Questions and Answers

GLENN ENGEL: Let me start by talking about -- asking about the integration. One, can you talk about what you could have done you think in retrospect to make the integration smoother in March? Two, when you look at the time line ahead, what other things do you have to accomplish and when do you expect to accomplish them?

JOHN RAINEY: Sure. I think that, as we look back, of course hindsight is 20/20, but I think we probably underestimated people's capacity for absorbing the amount of change that we put on them. As I mentioned, we converted to a single website, single reservation system, a single airport check-in process, a single mileage program. All of that required a lot of change, and we probably could've done a better job of metering that in where it wasn't sort of a nice edge.

In terms of what we can do going forward, the lion's share of the integration is behind us. Converting to the passenger service system is a key enabler towards achieving the benefits that we want to get from this synergy. We need to get joint collective bargaining agreements with our different labor groups. Despite some of the rhetoric in the press, we are actually making very good progress in that area.

I think, importantly, we want to sign agreements that are both good for employees but also good for shareholders. We will not write a check that we cannot cash. And so I think we can get agreements that accomplish both of those goals. But we are not going to go out and write a big check just to get an agreement done overnight.

GLENN ENGEL: Are there any other technological milestones you need to accomplish?

JOHN RAINEY: There's some minor ones, but nothing that is an impediment toward the achievement of our synergies.

GLENN ENGEL: You talked about the hubs, and some of them like Chicago and Houston are pretty strong. Can you talk about the ones that seem to be more marginal, like Cleveland and Denver?

JOHN RAINEY: I think, any time you look at a hub, and you discuss sort of where it fits into the system, it's a function of both revenue and cost. I think if you look at -- use Denver as an example, recently we've had an agreement with the city there to actually reduce our costs there. so that's going to help tremendously. Denver has a good role in the network. Cleveland in particular, what we've done is put the right amount of capacity in Cleveland to where it's actually a good hub for us at the moment. We moved a lot of regional flying there, where we had mainline flying years ago. So we continue to sort of see the benefits of the network by flowing aircraft over new places, but right now we like our footprint.

GLENN ENGEL: You have Delta on one end seeming to try to push off capital spending as long as they can. You have American on the other who wants to take as many new planes as possible. What's your philosophy in terms of CapEx and replacing aircraft?

JOHN RAINEY: If you look at the size of our fleet, we have 698 planes today, 700 planes. Just for example, let's say that those planes have average life of 25 years. Just to sort of maintain the same fleet size, we would have to replace 28 a year. I think that, when we look at fleet decisions, we do it with a focus on return on invested capital. What we have concluded is that where there are substantial steep economic improvements in the characteristics of an aircraft, an example would be like the 757s going to the 737 900 ER, or moving to 787, that justifies the capital spending over the life of that plane, the 25 years or whatever. So if you are replacing one for one, like for like it's not necessarily the best decision for return on invested capital. Where you can actually have step change in the economic to the aircraft, it makes sense to have a more rapid replacement schedule.

GLENN ENGEL: Is the NEO and Max a big enough step change to move the needle for you, thinking?

JOHN RAINEY: I think it is. Importantly, it depends upon what you are placing. If you are placing the MD-80, it certainly is probably a lower marginal as you get to newer generation aircraft.

GLENN ENGEL: When you look at your balance sheet, you talked about what your debt is down to. What is the right level of debt? At what level do think you start having the flexibility to return cash to shareholders?

JOHN RAINEY: I don't want to get ahead of ourselves here, but clearly the right level of debt is less than what it is today. I think that we are still sort of forming our public opinion about what our right capital structure should be. Not only do we want to reduce debt, we want to improve the quality of that debt. I think we've got a lot a long ways to go there. As we talk about returning capital to shareholders, clearly that is something I would love to stand before this group and say we are doing, but I don't want to get ahead of myself. We need to delever the balance sheet first. We need to provide some stability in this business. We are making tremendous strides towards doing that. With a focus on creating shareholder value and improving the balance sheet, that will go a long ways towards getting us to that end goal.

GLENN ENGEL: Now, Delta was saying that they have $3 billion in cash, $2 billion line of credit, but if they had $8 billion or $9 billion in cash, the extra cost to them would be several hundred million dollars. You've got an awful lot of cash that comes at a cost. Why isn't it coming down more quickly?

JOHN RAINEY: I think there's a couple things going that I would point to. One is we have a fairly significant amount of maturities in the next few years. It's not necessarily the best trade-off to prepay some of that debt, and so we are holding more cash than normal because of that. We are also going through an integration. An integration is inherently risky as well. Delta is much further along in their merger with Northwest Airlines, so you've got a little higher cash balance there as well. Further, I think there's a bit of self insurance that comes from perhaps fuel hedging for withholding our cash.

UNIDENTIFIED AUDIENCE MEMBER: So you talked about improving the quality of your debt, yet also not probably being in a position to prepay any debt. So could you please reconcile those two ideas?

JOHN RAINEY: We've actually prepaid $100 million of debt in the first quarter of this year. I don't think there is the opportunity to prepay $8 billion of debt is what I am suggesting. Improving the quality of the debt is basically I want to get out of this place where we had to borrow reactively based upon the macroeconomic conditions to fund liquidity shortfalls and actually borrow higher-quality debt that is used for investments in our business. I think we are getting to the point where we have the luxury to begin thinking about that.

UNIDENTIFIED AUDIENCE MEMBER: (Inaudible question - microphone inaccessible)

JOHN RAINEY: The question was are we going to look at capital markets right now for credit facilities coming due in the near term? We are always looking at taking sort of opportunistic looks at markets. Now is actually a pretty good time. I don't want to comment on anything we're going to do, though.

GLENN ENGEL: You mentioned you're still trying to come up with the conclusion as to what the appropriate leverage for the Company is. Could you talk a little bit about the debate that goes on within the Firm of those that are arguing it should be less than more? What are the arguments both ways that you're going to make your conclusions around?

JOHN RAINEY: This is a very capital intensive business, and it's been subject to wild swings in probability. If you go back to years ago, we had $1 billion of interest expense. That's going to be down to about $750 million this year. Put that in the context of last year we made $1.3 billion, excluding special items. So if we were able just to wipe all that away, which is an extreme example, you double your profitability effectively. Net of savings that when the economy gets worse, that's there. So I think that we need -- when we talk about leverage, we need to think about the effect that has on the P&L and we need to get to a point that there's actually some stability in this business so we can weather an economic cycle without having to go out and borrow more money or consider about some pay cuts or cost saving initiatives like that. There is obviously -- it's a very complex debate. I think, as I said, our opinion is still forming on that.

GLENN ENGEL: Your RASM performance is -- after outperforming for several years, this year has been lagging behind. Can you talk about the factors that are causing you to under-perform this year and when do you see them diminishing?

JOHN RAINEY: I think there's a couple things I would point to, Glenn. First, I think the primary factor is there is a very different capacity deployment footprint for us than some of our competitors. A good example is Asia. We are much heavier in China compared to Delta, for example that is much carrier in Japan. Japan is seeing a lot of strength right now year-over-year as the economy is rebounding versus the tsunami last year.

There's too much capacity in the Chinese markets. That's being addressed. You may have seen the more recent comments from Cathay. We're actually going to be down with our schedule this summer year-over-year, but that's a significant piece of that puzzle in terms of where we fly.

The other thing I would point to is there were some proactive measures taken with respect to our passenger service system. Creating -- when you overbook passengers and you have high load factors, that creates stress at the airport that we wanted to avoid going into this. So we deliberately brought down capacity and didn't overbook for that period of time.

Then we also mentioned that we converted to a new revenue management system, Orion, which we are very excited about, in December. There were some teething pains there that created probably about 1 point of headwind. Those are the three factors of things that were probably more unique to the first quarter.

A couple of things I would say in addition to that is one is we do have -- we had a change in our frequent-flier accounting that resulted in 1 point of headwind for the full year 2012. THE second thing is I think the obvious comparison that everyone is making is to Delta. I actually, when I look at Delta's results, I am pretty excited about the prospect that holds for United Airlines, because I think it took a considerable amount of time to begin seeing the synergies they were talking to in their numbers, and I think that bodes well for us going forward as we think about the key levers that will enable those synergies, mainly the passenger service system was just implemented this last quarter.

GLENN ENGEL: So you think the worst of the underperformance is largely behind you now?

JOHN RAINEY: You're going to have the lingering effect from the capacity differences of where we fly, but some of the things that were more unique to the first quarter like the passenger service system and the conversion to Orion are clearly behind us.

GLENN ENGEL: I want to follow up my question. I think the way you answered it gave a really good answer as to why having a low level of leverage makes sense for the business. If I look at some of the other transportation industries like the railroad industry, sometimes I wonder why the airline industry doesn't set that as a goal because you'd get a whole new shareholder base investing in your sector. What are the arguments that suggest that you should have a higher level of leverage? I'm not quite sure I understand why there is a debate at all on this issue.

JOHN RAINEY: Just from an overall cost of capital perspective, if you look at the last AATC see that we did, it was in the 4% range. And so it lowers the overall cost of capital. There's obviously sort of a sweet spot there. If you think about the cost of capital sort of smile the curve, I'm not sure where that bottom is. The trade-off is obviously providing some stability in the business, and also having the lowest possible cost of capital.

GLENN ENGEL: I think the last time at our dinner you talked about how the cost of the screen in the back of the TV set was a mind-boggling $5000 to $10,000 per screen. Can you talk about how you see in-flight entertainment changing, evolving over time and how does United capitalize on that?

JOHN RAINEY: Sure. Clearly, customers want to be entertained when they are on planes. As one who has two kids, I can speak firsthand to the benefit of camping them right in front of a TV. It makes the flight a lot better. But as I think about the capital investment that's required, to your point, $5000 to $10,000 flatscreen monitors in the back of seats, that's not the way I think the industry is going. It's certainly not where I want to go at United. I think, today, people are providing their own display devices. iPads are becoming ubiquitous or whatever the tablet du jour is. So if we can provide the infrastructure and the media content, and let people provide their own device, that's a much less capital intensive process for us and it actually turns over a lot of -- or it gives passengers the benefits of actually looking at what they want to do. WiFi will enable a lot of that going forward.

GLENN ENGEL: How do you make money off that?

JOHN RAINEY: Clearly, today, there is some mindset that you can charge for WiFi. I think, candidly, longer-term, that may not be the way that product is capitalized on. I think, if you look at the both possibility to have commercial agreements, whether it be -- you've got sort of a captive audience for four hours on a flight. If that person is going and ordering flowers for their wife or getting dinner reservations or ordering something on Amazon.com, there is commercial possibility there as well. I would like to think that those commercial possibilities are so abundant that there will come a day that we would not -- we would encourage people to actually get WiFi and not want to charge them and have that be an impediment.

UNIDENTIFIED AUDIENCE MEMBER: You and other companies have done a great job actually moving this industry from a public utility to actually a private company business, which I congratulate you for. One of the main ways has been to charge a la carte, sort of raising revenues for things you just gave away for free, which is great. The question is how much more capacity do you think exists in pricing for things and the ability to increase the prices or charge for more things? How do you think about that relative to the mix of your revenue going forward?

JOHN RAINEY: I think there's a tremendous amount of possibility. If you look at just not only the new product offerings that we can have, but also the new path in the purchase process that we can actually reach out to you and ask you if you want to get an upgrade, if you want to get Economy Plus, if you want to get more miles with this. I think we are just tapping the surface of using the data that we have in this business and actually targeting it towards passengers. We don't do a good job today of actually knowing that you like to go to Cancun every February and actually targeting you in advance with a promotion that actually is coupled with a hotel promotion. There are things like that that we have the data to do that we are not doing, but we are making a big bet in technology to actually try to do that.

GLENN ENGEL: By that comment, that would imply that rather than charging for people for things they already have, that's probably largely gone and it's more getting new revenue for things people didn't have.

JOHN RAINEY: I don't think, if you were to go back a few years ago, anyone would ever envision that we would have $2 billion of ancillary revenue today. So I think it's a little bit maybe naive for me to say that I don't think that there is any more opportunity. I think no one ever really imagined the abundance of opportunities that we have, and I think there's a lot more out there.

GLENN ENGEL: And the I guess international has been one area where bags have not really been charged. What are the prospects of that ever changing?

JOHN RAINEY: I don't want to comment on any sort of forward-looking pricing.

GLENN ENGEL: Your costs have generally been actually going up less than the industry for the last several years. What are some of the cost opportunities you see ahead and what are some of the headwinds I guess in particular how much labor headwinds could you have?

JOHN RAINEY: I think, as you look at some of the headwinds, and clearly we saw in the first quarter our salaries and wages went up as well as our regional expense. With respect to salaries and wages, we signed a couple of new labor agreements in particular with the United and Continental -- I'm sorry, with the United mechanics and flight attendants. You will see the run rate effect of that this year. As we need to get joint collective bargaining agreements with other groups, we will have that initial hit from the year-over-year comparison there.

Regional is something that is a bit more unique to our relationship with Colgan and that -- we've announced a new agreement with Republic and so we are addressing that transition fine.

In terms of the opportunities, a lot of the cost performance that you've seen where we have done a good job is really that's a reflection of the synergies that we have achieved. We are pretty excited about a lot of the opportunity, whether it's in purchase services, the fuel efficiency, even just sort of general management and clerical. We are well on our way towards achieving those synergies.

In particular, as I think about sort of the opportunity going forward, I think airports is a big opportunity. I think that we can actually -- we've actually deliberately sort of spent a lot of money to make sure that the passenger service system, the conversion went well. There's opportunity there. I think we can provide more technology in the airports. We can provide more self-service capabilities for passengers so we can actually have our agents focusing on, as I suggested, customer service and not the latest fire drill.

GLENN ENGEL: Any more questions out there?

JOHN RAINEY: Thank you very much for your time. I appreciate the opportunity to speak with you about United. Thank you.

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