form425.htm
 
Filed by UAL Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
 
Subject Company: Continental Airlines, Inc.
Commission File No.: 1-10323
 
 
Let’s Fly Together
May 3, 2010
 
 

 
 
2
Important Information For Investors And Stockholders
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.
The proposed merger of equals transaction between UAL Corporation (“UAL”) and Continental Airlines, Inc. (“Continental”) will be submitted to the
respective stockholders of UAL and Continental for their consideration. UAL will file with the Securities and Exchange Commission (“SEC”) a
registration statement on Form S-4 that will include a joint proxy statement of Continental and UAL that also constitutes a prospectus of UAL. UAL
and Continental also plan to file other documents with the SEC regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS OF
CONTINENTAL ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS THAT WILL
BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and stockholders will be able to obtain free copies of the joint
proxy statement/prospectus and other documents containing important information about UAL and Continental, once such documents are filed with
the SEC, through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by UAL will be available
free of charge on UAL’s website at
www.united.com under the tab “Investor Relations” or by contacting UAL’s Investor Relations Department at
(312) 997-8610. Copies of the documents filed with the SEC by Continental will be available free of charge on Continental’s website at
www.continental.com under the tab “About Continental” and then under the tab “Investor Relations” or by contacting Continental’s Investor
Relations Department at (713) 324-5152.
UAL, Continental and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from
the stockholders of Continental in connection with the proposed transaction. Information about the directors and executive officers of Continental is
set forth in its proxy statement for its 2010 annual meeting of stockholders, which was filed with the SEC on April 23, 2010. Information about the
directors and executive officers of UAL is set forth in its proxy statement for its 2010 annual meeting of stockholders, which was filed with the SEC
on April 30, 2010. These documents can be obtained free of charge from the sources indicated above. Other information regarding the
participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the
joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
Reconciliation of Non-GAAP Financial Measures
Financial measures highlighted in this presentation may be considered non-GAAP financial measures such as Earnings Before Income Tax,
Depreciation, Amortization, and Rent (“EBITDAR”) Margin excluding special items. Comparable GAAP financial measures and a reconciliation of
GAAP financial measures to non-GAAP financial measures are available in the Appendix to this presentation.
 
 

 
 
3
Forward-Looking Statements
Cautionary Statement Regarding Forward-Looking Statements
This communication contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 that are not limited to historical facts, but reflect Continental’s and UAL’s current beliefs, expectations or intentions regarding
future events. Words such as “may,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,”
“potential,” “pursue,” “target,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking
statements include, without limitation, Continental’s and UAL’s expectations with respect to the synergies, costs and other anticipated financial
impacts of the proposed transaction; future financial and operating results of the combined company; the combined company’s plans, objectives,
expectations and intentions with respect to future operations and services; approval of the proposed transaction by stockholders and by
governmental regulatory authorities; the satisfaction of the closing conditions to the proposed transaction; and the timing of the completion of the
proposed transaction.
All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those in the forward
-looking statements, many of which are generally outside the control of Continental and UAL and are difficult to predict. Examples of such risks
and uncertainties include, but are not limited to, (1) the possibility that the proposed transaction is delayed or does not close, including due to the
failure to receive required stockholder or regulatory approvals, the taking of governmental action (including the passage of legislation) to block the
transaction, or the failure of other closing conditions, and (2) the possibility that the expected synergies will not be realized, or will not be realized
within the expected time period, because of, among other things, significant volatility in the cost of aircraft fuel, the high leverage and other
significant capital commitments of Continental and UAL, the ability to obtain financing and to refinance the combined company’s debt, the ability of
Continental and UAL to maintain and utilize their respective net operating losses, the impact of labor relations, global economic conditions,
fluctuations in exchange rates, competitive actions taken by other airlines, terrorist attacks, natural disasters, difficulties in integrating the two
airlines, the willingness of customers to travel by air, actions taken or conditions imposed by the U.S. and foreign governments or other regulatory
matters, excessive taxation, further industry consolidation and changes in airlines alliances, the availability and cost of insurance and public health
threats.
UAL and Continental caution that the foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is
contained in Continental’s and UAL’s most recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent
Current Reports on Form 8-K, and other SEC filings. All subsequent written and oral forward-looking statements concerning Continental, UAL, the
proposed transaction or other matters and attributable to Continental or UAL or any person acting on their behalf are expressly qualified in their
entirety by the cautionary statements above. Neither Continental nor UAL undertakes any obligation to publicly update any of these forward-
looking statements to reflect events or circumstances that may arise after the date hereof.
 
 

 
Glenn Tilton
Chairman, President & CEO
UAL Corporation
 
 

 
5
Today We’re Proud to Introduce…
 
 

 
 
6
 Creates the world’s most
 comprehensive global network
 Carriers of choice for business and
 premium travelers
  Superior products and services
 Highly collaborative partnership built on
 strong alliance relationship
 Merger is pro-consumer and pro-
 competitive
 Shared commitment to safety and
 excellence in customer service and
 operational performance
Combines The U.S. Industry’s Two
Most Complementary Networks
The Right Deal
Hawaii
Latin
America
Caribbean
 
 

 
 
7
 Platform for sustainable profitability for our
 customers, our shareholders, our
 employees, and the communities we
 serve
 Current conditions provide the platform for
 structural change
  Economic recovery taking hold
 Competitive landscape has fundamentally
 changed over the last 10 years
  Consolidation reshaping the global
 competitive landscape
  Consumers have a low cost carrier
 choice in 80% of all domestic markets
Unrestricted Liquidity*
Percent of Revenue
* As of 3/31/2010; UAUA includes proceeds from Secured Note Financing
The Right Time
25.0%
24.8%
24.6%
22.6%
19.8%
14.4%
0%
5%
10%
15%
20%
25%
30%
 
 

 
 
8
 Providing customers and communities
 with access to an unparalleled network
 serving 370 destinations worldwide
 Award-winning customer service
 combining with industry-leading on-time
 performance
 Employees benefit from a stronger
 global competitor and improved long-
 term career prospects
 Platform for improved profitability and
 sustainable long-term value for
 shareholders
  Targeted annual net synergies of
 $1.0 billion to $1.2 billion
  Flexibility to adapt to industry
 dynamics as conditions change
World-Class Global Airline Brings Together the Best of Both
 
 

 
9
A True Merger of Equals
Transaction
Corporate Structure
Corporate Headquarters
Management and Board Structure
 All-stock transaction with a combined equity value of
 over $8 billion
 CAL shareholders receive 1.05 UAUA shares per
 CAL share
 Ownership*
  45% CAL shareholders
  55% UAUA shareholders
 Holding Company: United Continental Holdings, Inc.
 Airline name: United Airlines
 Marketing brand: Combination of Continental livery and
 logo and United name
 Corporate and operational headquarters in Chicago
 Significant presence maintained in Houston
 CEO to maintain offices in both Chicago and Houston
* Measured as of April 30, 2010
 Glenn Tilton: Non-executive Chairman of the Board for
 two years
 Jeff Smisek: CEO; to become executive Chairman in two
 years
 Equitable and balanced selection of executives from
 both companies of roughly equal numbers
 Board consists of 6 independent directors from both
 companies, Glenn Tilton, Jeff Smisek, and 2 union
 representatives
 
 

 
Jeff Smisek
Chairman, President & CEO
Continental Airlines, Inc.
 
 

 
 
 

 
12
Substantial Benefits to All Stakeholders
Customers
Expanded global network and
superior product and service
>>>
Communities
Enhanced service and single-carrier
access to best global network
through strategically located hubs
>>>
Employees
Improved long-term career
opportunities and enhanced job stability
>>>
Shareholders
Platform for increased profitability and
sustainable long-term value
>>>
 
 

 
 
13
World-Class Global Network
31 Destinations
14 Countries
62 Daily Departures
Trans-Pacific Service
72 Destinations
24 Countries
156 Daily Departures
Latin American & Caribbean Service
34 Destinations
21 Countries
74 Daily Departures
Trans-Atlantic Service
Source: OAG, Full Year 2010
 
 

 
 
14
Comprehensive Domestic Network
Los Angeles
San Francisco
Denver
Chicago
Cleveland
New York
Washington D.C.
Houston
14
Source: OAG, Full Year 2010
Guam
 
 

 
 
15
Superior Products and Services
 Continued commitment to award-
 winning customer service and
 industry-leading on-time
 performance
 Award-winning international
 premium seat products
 69 lounges around the world
 Financial strength to invest in on-
 board product and state-of-the-art
 technology
Combines best-in-class products and services from both companies
 
 

 
16
Industry-Leading Loyalty Program
Source: Based on data from public sources including 10-Ks
2009 Frequent Flyer Program Total Members
(millions)
* Subject to overlap between current programs
 
 

 
17
Working Together
 
 

 
18
Significant Synergies
 Improves efficiencies and eliminates redundancies
 Enhanced products and services will drive revenues
$1.0 - $1.2 Billion of Expected Net Annual Synergies by 2013
Synergies
Value
Revenue Synergies
$0.8 - 0.9 billion
Net Cost Synergies
$0.2 - 0.3 billion
Total Expected Net Annual Synergies
$1.0 - 1.2 billion
 
 

 
19
Significant Revenue and Cost Synergies
 Greater ability to match capacity with demand, improve aircraft utilization and optimize
 connectivity
 Improved access from Continental’s hubs to United’s Asia network
 Improved access from United’s hubs to Continental’s Latin America and European
 networks
 Single-carrier network is very attractive to corporate customers
 Streamlined corporate overhead
 Efficiencies of combined marketing, sales and advertising functions
 Efficiencies of common IT platforms
 Facilities and service integration due to larger scale
 75% of synergies expected to be achieved in second year, with full run-rate expected
 to be achieved in year three
 
 

 
20
Transition to Be Completed by 2013
 Operational
 Transition
Target single operating certificate by
first half of 2012;
network optimization; airport co-locations
 Corporate & Other
Eliminate redundancies;
streamline management
 Technology
 Transition
Common technology
platform
 Expected one-time consolidation costs of $1.2 billion over 3 years
 
 

 
21
Fleet Optimization
Range
B757
B777
B747
B737 &
A320 Families
Aircraft
Boeing 747
24
--
24
Boeing 777
52
20
72
Boeing 767
35
26
61
Boeing 757
96
61
157
Boeing 737
--
226
226
Airbus 320
Family
152
--
152
Total
359
333
692
 Utilizing right aircraft in the right markets
 Aircraft size and range offer flexibility to optimize gauge on routes to meet market
 demand
Aircraft Range and Capacity
Current Mainline Fleet
As of 3/31/10
 
 

 
22
Youngest Fleet Among Major U.S. Network Carriers
Average Mainline Fleet Age
(Years)
Fuel Efficiency
Gallons/1,000 ASM
15.2
15.1
16.5
15.9
As of 12/31/09
 
 

 
23
Merger Creates Flexibility and Fleet Efficiency
 Combined fleet and best new order book in industry allow for maximum flexibility to better match
 aircraft capacity to network demand and to accelerate replacement of older aircraft with more fuel
 efficient aircraft with lower operating costs and less environmental impact
Maximum Retirements
Maximum Options
Mainline Fleet Flexibility
 
 

 
24
Industry-Leading RASM
* LOH adjusted; See Appendix
** Industry consists of all carriers shown
 
 

 
25
25
Industry-Leading Margin Performance
EBITDAR Margin*
Excluding Special Items - Non-GAAP
Twelve Months Ended First Quarter
2010
First Quarter 2010
Delta shading represents $700MM annual synergy reported in 4Q09
earnings release
* See Appendix
 
 

 
26
Industry-Leading Liquidity
United Airlines cash balances include proceeds of $700MM from secured debt financing issued in 1Q10
Cash balances include unrestricted cash, cash equivalents, and short-term investments. Excludes restricted cash
 
 

 
27
Target: Complete Transaction by Year End
May 2010
File HSR notice
May
June
July
August
September
October
November
December
2011
May 3, 2010
Sign Merger Agreement
September 2010
Shareholder approvals
November/December 2010
Closing
May 2010 to Closing
Integration planning
First Half 2012
Single Operating
Certificate
2012
 
 

 
28
World’s Leading Airline and Strong Global Competitor
 World-class global airline, with expanded reach and superior service
 Great employees committed to Working Together culture, operational excellence and
 customer service
 Strong competitor within U.S. and from U.S. to Asia, Europe, Latin America, Middle
 East and Canada
 Strategically located international gateways and well-placed domestic hubs in East,
 West, South and Midwest
 Complementary route networks with minimal domestic and no international route
 overlap
 Fuel efficient, modern fleet and best new aircraft order book among major U.S.
 network carriers
 Expected net annual synergies of $1.0 billion to $1.2 billion
Platform for Increased Profitability and Sustainable Long-Term Value
 
 

 
Questions & Answers
 
 

 
Appendix
 
 

 
31
Improved Benefits for Customers and Communities
World-Class Global Network
 Broad coverage in Asia, Europe, Latin America and the Middle East from 10 hubs
 
Comprehensive Domestic Network
 Strategically positioned hubs provide convenient access to U.S. travelers
 Enhanced service to small and medium sized communities
 
Complementary Networks Enhance Industry Competition
 Combining the two most complementary U.S. networks, with minimal overlap, is
 pro-consumer and pro-competitive
 
Superior Products and Services
 Award-winning products and services from both companies
 Committed to continued operational excellence and customer service
 
Industry-Leading Loyalty Program
 Enhanced opportunities to earn and redeem miles
 Industry-leading elite benefits
 
 

 
32
Comprehensive Global Network
Source: OAG, Full Year 2010
International Network | 96 Unique Continental Destinations | 17 Unique United Destinations
Singapore
Bangkok
Ho Chi Minh City
Kuwait City
Winnipeg
Victoria
CO Unique Cities - Asia and South Pacific
Cairns, Australia
Delhi, India
Fukuoka, Japan
Hiroshima, Japan
Koror, Palau
Kosrae, Micronesia
Kwajalein, Marshall Islands
Majuro, Marshall Islands
Manila, Philippines
Mumbai/Bombay, India
Nadi, Fiji
Nagoya, Japan
Niigata, Japan
Okayama, Japan
Ponape, Micronesia
Sapporo, Japan
Sendai, Japan
Truk, Micronesia
Yap, Micronesia
Acapulco, Mexico
Aguascalientes, Mexico
Andros Town, Bahamas
Antigua, Antigua And Barbuda
Belize City, Belize
Bimini, Bahamas
Bogota, Colombia
Bonaire, Netherlands Antilles
Caracas, Venezuela
Chihuahua, Mexico
Ciudad Del Carmen, Mexico
Curacao, Netherlands Antilles
Durango, Mexico
Freeport, Bahamas
Georgetown, Bahamas
Governors Harbour, Bahamas
Grand Cayman Isl, Cayman Islands
Guadalajara, Mexico
Guatemala, Guatemala
Hamilton, Bermuda
Queretaro, Mexico
Quito, Ecuador
Roatan, Honduras
Saltillo, Mexico
San Jose, Costa Rica
San Luis Potosi, Mexico
San Pedro Sula, Honduras
San Salvador, El Salvador
Santo Domingo, Dominican Republic
St. Johns, Canada
Tampico, Mexico
Tegucigalpa, Honduras
The Bight, Bahamas
Toluca, Mexico
Torreon, Mexico
Treasure Key, Bahamas
Tuxtla Gutierrez, Mexico
Veracruz, Mexico
Villahermosa, Mexico
Huatulco, Mexico
Ixtapa, Mexico
Leon/Guanajuato, Mexico
Lima, Peru
Managua, Nicaragua
Manzanillo, Mexico
Marsh Harbour, Bahamas
Mazatlan, Mexico
Merida, Mexico
Moncton, Canada
Mont Tremblant, Canada
Monterrey, Mexico
Morelia, Mexico
Nassau, Bahamas
North Eleuthera, Bahamas
Oaxaca, Mexico
Panama City, Panama
Port Of Spain, Trinidad And Tobago
Puebla, Mexico
Puerto Plata, Dominican Republic
CO Unique Cities - North, Central and South America
Athens, Greece
Barcelona, Spain
Belfast, United Kingdom
Berlin, Germany
Birmingham, United Kingdom
Copenhagen, Denmark
Dublin, Ireland
Edinburgh, United Kingdom
Glasgow, United Kingdom
Hamburg, Germany
Lisbon, Portugal
Madrid, Spain
Manchester, United Kingdom
Milan, Italy
Oslo, Norway
Shannon, Ireland
Stockholm, Sweden
Tel Aviv, Israel
CO Unique Cities - Europe and Middle East
Taipei
Saskatoon
London
Dubai
Moscow
Accra
Sydney
Melbourne
Continental Airports Not Served By United
United Airports Not Served By Continental
 
 

 
33
Source: OAG, Full Year 2010
The Most Complementary Networks with Minimal Overlap
Continental Airports Not Served By United
United Airports Not Served By Continental
Domestic Network | 42 Unique Continental Destinations | 81 Unique United Destinations
Victoria
Tyler
Beaumont
Gulfport/Biloxi
Alexandria
Flint
Brownsville
Fargo
Bakersfield
Redding
Crescent City
Springfield
Charlottesville
Clarksburg
Yuma
Fresno
Helena
Idaho Falls
Altoona
Grand Junction
Gunnison
Burbank
Eugene
West Palm Beach
Fort Lauderdale
Key West
Valparaiso
Bradford
Fort Wayne
Morgantown
Muskegon
Palm Springs
Clearfield
Staunton
Guam
Aguadilla
Rota
Saipan
 
 

 
34
The Most Complementary Networks with Minimal Overlap
 No international route overlaps
 Minimal domestic overlap (only 14 domestic overlaps)
 Hubs all subject to strong competition, with 76% of all domestic markets
 subject to low cost carrier competition
 Merger sustains and improves service to small communities and offsets risk
 to further reductions
 Enables new online destinations and connections and positions us to
 compete in new communities and routes
 Poses no significant competitive issues
 
 

 
 
35
Breadth of Service Benefits Small Communities
Source: OAG Full Year 2010;
*Small communities defined by the FAA as a non-metropolitan city that has been served by a low cost or legacy carrier between 1989 and 2009
Provides access to more destinations, enhances choice and convenience
3
6
11
1
129
142
154
168
205
237
37
58
64
66
Small Communities in the U.S.*
Large, Medium, and Small Metro Areas in the U.S.
 
 

 
 
 
36
Industry-Leading Loyalty Program
 Industry- Leading Frequent Flyer Program
  Complimentary space-available domestic elite
 upgrades
  System-wide upgrades for top elites
  Priority check-in, pre-boarding and baggage benefits
  Elite recognition across Star Alliance
 World’s largest frequent flyer earnings and
 redemption network
  Flights to 370 destinations
  Access to Star Alliance network with unparalleled
 global coverage
  Extensive mileage upgrade award opportunities
  Vast array of travel and retail partners for earning and
 redemption
 Earn miles and other benefits with an unmatched
 choice of affinity cards
  Card products include premium, debit and small
 business
Combined Networks Serve Leisure
Destinations Customers Value
Europe 27
Asia 31
Florida 11
Latin America  47
Caribbean  25
Mountain West  62
Hawaii  4
 
 

 
37
Investors Benefit From Significant Synergies
Expected annual steady state synergies of $1.0 - $1.2B
 Merger-enabled gains beyond what standalone companies or alliance can deliver
 Full synergy ramp-up expected by 2013
Optimized network, fleet and loyalty program
 Expanded network presence and connecting opportunities will drive incremental traffic
 and revenue
 Right aircraft in the right market improves economics by better matching capacity with
 demand
 Unmatched loyalty program is more attractive to customers, retailers and partners
More efficient, more competitive carrier
 Synergies strengthen CASM performance and competitiveness versus peers
 Builds on strong standalone track records of operational excellence
 
 

 
38
Investors Benefit From Significant Synergies
Greater financial flexibility
 Larger cash balance helps combined carrier to better withstand macro volatility
 Combined carrier has low fixed obligations compared to peers
Combined carrier more attractive to corporate customers
 Increased frequencies
 Wider selection of destinations
 Loyalty program of choice in metro areas
Combined network creates nearly 1,000 new online connection options
 
 

 
GAAP to Non-GAAP
Reconciliations
 
 

 
40
Non-GAAP to GAAP Reconciliation
 Twelve Months Ending March 31, 2010 Length of Haul Adjusted Revenue per Available Seat Mile (RASM)
 RASM formula: Yield * Load Factor
 Length of Haul (LOH) formula: (Revenue Passenger Miles (RPMs) / Enplanements) * 1000
 LOH Adjusted RASM formula: RASM * (Carrier’s LOH / CAL+UAUA’s LOH) ^0.5
CAL + UAUA
AMR
DAL
LCC
Industry**
LTM1Q10
Yield (cents)
11.91
12.40
11.43
11.87
11.87
Load Factor
83.1%
81.2%
83.4%
82.0%
82.6%
RASM (cents)
9.89
10.07
9.53
9.73
9.81
LTM4Q09
RPMs (millions)
180,139
122,366
162,711
57,854
523,131
Enplanements (thousands)
101,143
85,719
108,584
50,975
346,420
LOH
1,781
1,428
1,499
1,135
1,510
Adjusted RASM*
9.89
9.01
8.74
7.77
9.03
*These financial measures provide management and investors the ability to measure and monitor the industry’s performance on a comparable basis
 LOH adjustment of LTM 1Q10 RASM uses weighted average LOH of combined company based on LTM 4Q09 results (RPMs and enplanements)
**Industry includes LCC, DAL, AMR, and the pro forma combined CAL/UAUA
Source: Company reports, Form 41, and ATA Monthly Traffic Report
 
 

 
41
Non-GAAP to GAAP Reconciliation
 Twelve Months Ended March 31, 2010 Earnings Before Interest, Taxes, Depreciation, Amortization, and Rent
 (EBITDAR) Margin:
 EBITDAR Margin formula: EBITDAR/Operating Revenue
1 See next page for detailed list of items excluded
2 These financial measures provide management and investors the ability to measure and monitor the industry’s
 performance on a comparable basis
($ Millions)
DL
CAL + UAUA
US
AA
Operating Revenue
28,227
29,679
10,654
20,146
Net Income
(699)
(647)
(146)
(1,598)
Add Back Tax Expense/(Credit)
(334)
(144)
(38)
(284)
Add Back Interest Expense
1,259
926
292
697
Add Back Depreciation Expense
1,537
1,399
243
1,099
Add Back Aircraft Rent Expense
471
1,265
689
510
EBITDAR - Non-GAAP
2,234
2,799
1,040
424
Excludes Special and One-Time Items1
455
476
62
394
Excludes Non-cash MTM Hedge (Gains)/Losses
0
(633)
(205)
0
EBITDAR Excluding Special Items and MTM Hedge Impact - Non-GAAP
2,689
2,642
897
818
EBITDAR Margin - Non-GAAP2
7.9%
9.4%
9.8%
2.1%
EBITDAR Margin Excluding Special Items and MTM Hedge Impact - Non-GAAP
9.5%
8.9%
8.4%
4.1%
Company reports; mark-to-market (MTM) gains are treated as special items
 
 

 
42
Non-GAAP to GAAP Reconciliation
 Three Months Ended March 31, 2010 Earnings Before Interest, Taxes, Depreciation, Amortization, and Rent
 (EBITDAR) Margin:
 EBITDAR Margin formula: EBITDAR/Operating Revenue
1 See next page for detailed list of items excluded
2 These financial measures provide management and investors the ability to measure and monitor the industry’s
 performance on a comparable basis
($ Millions)
CAL + UAUA
DL
US
AA
Operating Revenue
7,410
6,848
2,651
5,068
Net Income
(229)
(256)
(45)
(505)
Add Back Tax Expense/(Credit)
1
10
0
0
Add Back Interest Expense
260
306
77
194
Add Back Depreciation Expense
347
385
61
267
Add Back Aircraft Rent Expense
310
112
171
129
EBITDAR - Non-GAAP
689
557
264
85
Exclude Specials and One-Time Items1
30
64
(44)
53
Exclude Non-cash MTM Hedge (Gains)/Losses
(31)
0
0
0
EBITDAR Excluding Special Items and MTM Hedge Impact - Non-GAAP
688
621
220
138
EBITDAR Margin - Non-GAAP2
9.3%
8.1%
10.0%
1.7%
EBITDAR Margin Excluding Special Items and MTM Hedge Impact - Non-GAAP
9.3%
9.1%
8.3%
2.7%
Company reports; mark-to-market (MTM) gains are treated as special items
 
 

 
43
EBITDAR - Special Items Excluded
AMERICAN:
1Q10: $53MM loss related to the devaluation of the Venezuelan currency
4Q09: $177MM primarily from Latin America routes impairment, ERJ-135 aircraft write down, and charges related to A300 aircraft retirement
3Q09: $94MM charge related to sale of certain aircraft and the grounding of leased A300 aircraft prior to lease expiration
2Q09: $70MM charge related to sale of certain aircraft and the grounding of leased A300 aircraft prior to lease expiration
CONTINENTAL:
1Q10: $6MM aircraft related charge and $4MM severance charge
4Q09: $36MM aircraft related charge, $29MM pension settlement charge, and $12MM route impairment
3Q09: $9MM charge related to unused facilities, $6MM aircraft related charge, and $5MM severance charge
2Q09: $44MM aircraft related charges
DELTA:
1Q10: $8MM severance charge, $46MM in merger related expenses, and $10MM charge related to the devaluation of the Venezuelan currency
4Q09: $121MM in merger related expenses
3Q09: $51MM severance charge, $78MM in merger related expenses, and $83MM loss in extinguishment of debt
2Q09: $58MM in merger related expenses
UNITED:
1Q10: $17MM aircraft and spare part impairment, $1MM lease termination charge, $4MM accelerated depreciation related to aircraft groundings, and $2MM
 benefit related to a severance adjustment
4Q09: $74MM aircraft deposit impairment, $50MM lease termination charge, $10MM accelerated depreciation related to aircraft groundings, $10MM
 severance charge, and $2MM employee benefit obligation adjustment
3Q09: $19MM charge related to aircraft and deposit impairments, $24MM lease termination charge, $6MM accelerated depreciation related to aircraft
 groundings, $22MM severance charge, and $11MM gain on asset sales
2Q09: $40MM intangible impairment charge, $27MM LAX municipal bond secured interest, $21MM lease termination charge, $10MM accelerated
 depreciation related to aircraft groundings, $6MM severance charge, and $1MM employee benefit
US AIRWAYS:
1Q10: $5MM aircraft charge related to capacity reductions and $49MM gain related to the sale of auction rate securities
4Q09: $19MM international routes impairment, $6MM severance charge, $6MM in liquidity improvement program expenses, $5MM aircraft charge related
to capacity reductions, and $49MM in non-cash charges associated with sale of aircraft and write off of related debt discount
3Q09: $10MM aircraft charge related to capacity reductions, $5MM severance and other charges, and $3MM charge related to auction rate securities
2Q09: $1MM lease return charge and $2MM impairment charge