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Executives

John Gebo – Managing Director, Investor Relations

Glenn Tilton – Chairman, President and Chief Executive Officer

Kathryn Mikells – Chief Financial Officer

John Tague – President, United Airlines

Peter McDonald - Chief Administrative Officer

Analysts

Mike Linenberg - Bank of America/Merrill Lynch

Gary Chase - Barclays Capital

Kevin Crissey - UBS

Hunter Keay - Stifel Nicolaus & Company, Inc.

Helane Becker - Jesup & Lamont Securities Corporation

Jamie Baker - J.P. Morgan

William Greene - Morgan Stanley

Daniel McKenzie - Next Generation Equity Research

Michael Derchin - FTN Equity Capital Markets

Bob McAdoo - Avondale Partners LLC

[Vasily Aluka] - Morningstar

Susan Carey - Wall Street Journal

Joshua Freed - Associated Press

Dan Reed - USA Today

Mary Schlangenstein – Bloomberg News

Ted Reed – TheStreet.com

Darren Shannon - Aviation Daily

UAL Corporation (UAUA) Q3 2009 Earnings Call October 20, 2009 2:00 PM ET

Operator

Good afternoon and welcome to the UAL Corporation's earnings conference call for the third quarter of 2009. My name is Misty, and I will be your conference facilitator today. (Operator Instructions)

I would now like to turn the presentation over to your host for today's call, John Gebo. Please go ahead, sir.

John Gebo

Thank you, Misty. Welcome to UAL's third quarter earnings conference call.

Our earnings release and separate investor update were issued this morning and are available on our website at www.United.com/IR.

Let me point out that information in the press release and the remarks made during this conference call may contain forward-looking statements which represent the company's current expectations or beliefs concerning future events and financial performance. All forward-looking statements are based upon information currently available to the company. A number of factors could cause actual results to differ materially from our current expectations. Please refer to our press release, Form 10-K and other reports filed with the SEC for a more thorough description of these factors.

Also during the course of our call we will be discussing several non-GAAP financial measures. For a reconciliation of these non-GAAP measures to GAAP measures, please refer to the tables at the end of our earnings release.

Unless otherwise noted, as we walk you through our numbers for the quarter we will be excluding impairment charges, certain other accounting charges, and fuel hedge, non-cash, net marked-to-market gains and losses. These items are detailed in the table in Note 6 on Page 12 at the end of our earnings release.

And now I'd like to turn the call over to Glenn Tilton, UAL's Chairman, President and CEO.

Glenn Tilton

Thanks very much, John, and good afternoon and welcome to everyone on the call.

Joining me today in addition to John and participating on the call are Kathryn Mikells, our Chief Financial Officer, and John Tague, President of United Airlines. Peter McDonald, our Chief Administrative Officer, is also with us and will be available for questions.

This morning we reported a third quarter net loss of $63 million. While we are clearly not happy to be reporting a loss in what is traditionally a strong quarter for the company, we are very pleased with the progress we are making in spite of the challenging macroeconomic environment that we face. We've narrowed our net loss by more than some $200 million a year over year, and significantly, we have reported a third quarter operating profit of $123 million.

These results and the additional progress that John and Kathryn are going to walk us through reflect the improvements United's people are delivering across the company. In fact, we are reporting progress against all our key metrics, from cost and revenue management to operational performance and customer satisfaction. This progress is well earned. Our management team and our people are aligned, and they are focused. While we still face the hurdles we have mentioned to you previously, including the significant drop in travel demand and fuel price volatility, we have turned these challenges to our best advantage, driving improved results across the board.

Quarter after quarter we're outperforming our peers on non-fuel unit cost control, and we expect this quarter to be no different. Our mainline costs per available seat mile was down more than a point for the third consecutive quarter, marking yet another step toward our goal of delivering top tier non-fuel unit cost performance.

We are beginning to see signs of encouragement in the revenue environment. While unit revenues continue to be under significant pressure year-over-year, recent trends suggest reason for cautious optimism. As all of you know, our network is by design more heavily aligned to corporate and premium customers than the rest of the industry, and with the onset of the recession and the corresponding dramatic drop in business demand, our network moved from historically outperforming industry unit revenue growth to modest underperformance over the last few quarters.

As we see early signs of recovery in business and premium demand, we are also beginning to see our relative performance now improve. And as we move toward a recovery in business demand, we expect to see our historic outperformance return.

We are also expanding our ancillary revenue program with innovative new products such as our annual premium baggage subscription and our bundled premium service offerings. Our aggressive and creative test and then learn approach to driving revenue growth in this space has enabled us to earn industry leading per-passenger ancillary revenue performance. We will continue to expand our efforts in this area, creating value for our customers and building loyalty for our brands.

Our operational performance continues to improve. Year-to-date through September we are number two in on-time arrivals among the major network carriers, just shy of the number one spot. In September we delivered one of our best on-time performances for that month in the last 20 years. Across the system, United's people are working hard to deliver the industry's best on-time performance, and while we may not come out on top in every quarter, we are now consistently in the fight for the number one position.

We are also improving our customer satisfaction metrics. For the fourth consecutive quarter, we saw significant improvement in year-over-year scores from our best customers across their travel experience, including cabin cleanliness, seat and entertainment workability, and employee courtesy.

As Kathryn will discuss in further detail, we successfully completed several financial initiatives this month in addition to the steps taken during the third quarter to improve our cash position. Altogether we raised some $1.5 billion during the third and early fourth quarter. In addition to raising nearly $1 billion in new cash, we expect to considerably reduce our debt payments in 2010 and 2011 as a result of our recent EETC refinancing. We closed the quarter with more than $2.5 billion in unrestricted cash, and with the cash raised early in the fourth quarter, our cash balance has increased to more than $3 billion.

And next week at a joining ceremony in New York City we will be welcoming Continental Airlines into the Star Alliance. We have for many months worked closely with our partners at Continental to ensure a smooth transition for our customers as they join Star and as we begin our transatlantic immunized alliance with Lufthansa, Air Canada and six other Star Alliance member carriers. This is a very significant event for us and for our partners, our employees and, most importantly, our mutual customers. With Continental we add 63 destinations to our network, and we dramatically enhance our presence in New York and Latin America.

In the current environment the role of alliances takes on even greater importance. No one single carrier can profitability serve every market. We have watched with great interest the discussion and positioning for financially struggling Japan Airlines, and we support and look forward to open skies treaties with Japan that will facilitate trans-Pacific alliances with our partner and today the Japanese airline of choice, All Nippon Airways.

We are moving forward with our labor groups and continue to meet on a regular basis. We have met with the National Mediation Board and have been assigned mediators for the unions with which we have taken that step. Meetings with our mediators are scheduled next week with Alfa, the AFA and the IAM. We look forward to working with our unions and the NMB as we continue our negotiation progress with the goal of reaching agreements with our unions that are good for United Airlines and good for our employees.

Today we have the right focus and we've built great momentum with our significant improvements in both unit cost and operational performance. We have the right network to take full advantage of the revenue opportunities that economic recovery will bring, and we have the right team in place to navigate what is still a very difficult environment and keep us on the right track in the months and the years ahead.

Having said, that, I'll now turn the call over to Kathryn, who'll take us through the numbers in greater detail. Kathryn, over to you.

Kathryn Mikells

Thanks very much, Glenn, and good afternoon, everyone.

At United we're taking the right actions to manage through this difficult business environment and to give the company a great shot at outperforming financially as the economy recovers.

We were disappointed to report a modest loss in what is typically one of our stronger quarters. That said, we did see early signs of recovery in the quarter, and we're pleased with the progress that we've made relative to last year as well as the first half of 2009.

We reported an operating profit of $123 million this quarter, an improvement of $273 million over last year, and we narrowed our net loss to $63 million, more than $200 million better than what we reported last year. This translates to a quarterly loss of $0.43 per share, which is about $0.50 better than the Street's consensus on both better revenue and better expense performance.

Total revenues for the quarter declined by 20% or about $1.1 billion. At the same time, operating expense declined by 25% or about $1.4 billion as we benefited from our capacity reductions, our extremely good cost control, and lower fuel prices.

While the overall revenue environment was challenging in the third quarter, trends clearly improved relative to last quarter, suggesting the beginning of a recovery. The year-over-year decline in total revenue improved by 5 percentage points compared to the second quarter. Consolidated passenger unit revenue declined by 14.7% year-over-year or about 2.5 percentage points better than the decline that we saw in the second quarter and about 1.6 percentage points better than the midpoint of our September guidance. About a third of the guidance beat was due to a bit better volume and yield in close-end bookings in late September, with the remaining two-thirds of the difference due to the impact of favorable tax adjustments.

Cargo and other revenue was $322 million, down about 29% from last year, driven by a 43% decline in cargo revenue. In a few minutes John will take you through our passenger and cargo revenue results in a little bit more detail.

Turning now to costs, as I mentioned a moment ago, we reduced total operating expense by about $1.4 billion year-over-year for the third quarter. Of this about $1.2 billion came from lower fuel costs and $214 million from lower non-fuel costs. While fuel prices climbed relative to what we saw in the first half of 2009, they were substantially lower than the third quarter of last year, when Jet A prices peaked at about $170 a barrel. Lower spot prices, coupled with volume reductions driven by our capacity cuts, brought our consolidated fuel expense down by $1.2 billion or about 48%, including the impact of settled hedges that we report in fuel expense.

Average mainline jet fuel price for the quarter was $2.13 a gallon, down from $3.70 a gallon last year, a reduction of about 44%. We also recorded $39 million in settled hedge losses in non-operating expense. With the passing of the third quarter, nearly all of our legacy hedge positions have now rolled off, leaving us with only about $60 million in collateral posted with counterparties at quarter end.

For yet another quarter United's people have turned in what we believe will be industry leading non-fuel unit cost control. We're committed to further improving our relative cost performance, and this quarter's result brings us one step closer to our goal of top tier non-fuel unit cost performance.

Consolidated non-fuel expense was down $214 million this quarter or about 6.7%, a decrease of about 1 percentage point more than our capacity reduction. Our third quarter mainline non-fuel unit cost was down 1.6% year-over-year on 8.2% lower capacity, while our consolidated non-fuel unit cost was down about a percent year-over-year on 5.7% lower capacity. This performance represents an improvement of nearly a percentage point compared to our September guidance and an improvement of almost 2 percentage points from the early third quarter guidance that we provided back in July.

Moving now to the balance sheet, we closed the quarter with an unrestricted cash balance of $2.53 billion, just under our guidance, as one transaction that we had forecast in September ended up closing in the first half of October. During the quarter we raised about $270 million in new liquidity, including the $155 million spare parts transaction that we had announced in July, several aircraft secured financings totaling about $70 million, the completion of the last $27 million of the dribble out equity offering that we had initiated last December, and about $20 million in asset sales.

In the first few weeks of October we completed nearly $1.3 billion in transactions, which added about $700 million in new liquidity for a total of just under $1 billion in new cash raised to date in the second half of this year. Our October transactions include the issuance of $345 million in convertible bonds and about $138 million of common equity, a $659 million EETC aircraft refinancing that brings in about $90 million in new liquidity, and a secured financing with Sky West, one of our regional flying partners, for $129 million.

As Glenn mentioned, today our cash balance is more than $3.1 billion, and this is despite about $125 million in debt payments that we've already made so far in October as well as the fact that about $90 million from the transactions that I just talked about a moment ago have yet to hit our cash account.

Our recent liquidity enhancements are also improving our financing flexibility. S&P yesterday affirmed their corporate rating for United, removing us from credit watch. And as our unrestricted cash balance is comfortably above the thresholds in our credit card processing agreements, we've recently notified our largest processor, Chase Paymentech, that we'll be terminating our collateral agreement with them, which will add about $800 million of aircraft collateral to our total pool of unencumbered assets.

We generated positive operating cash flow of about $56 million in the third quarter and essentially broke even with respect to free cash flow.

We made scheduled debt payments and net capital lease payments of $264 million during the third quarter and spent $60 million in non-aircraft capital focused on customer-facing projects.

We closed the quarter with $10.7 billion in total debt, including off balance sheet obligations, and $8.1 billion in net debt. Despite the challenge of high fuel prices last year and the impact of the recession that we felt this year, our net debt is roughly the same as it was in the fourth quarter of 2007.

We've consistently demonstrated our ability to raise cash and maintain a strong liquidity position. The steps we've taken recently ensure that we're solidly competitive on liquidity, with more than $600 million in unencumbered assets today and $800 million of additional assets coming back to us during the quarter, we have significant flexibility to raise additional cash if needed. And with further refinancing opportunities available to us as we continue to amortize our existing debt, we're confident in our ability to ensure that we have the liquidity that we need to manage our business as we move into 2010.

And with that, I'll turn it over to John.

John Tague

Thanks, Kathy.

In 2008 we laid out a clear and simple strategy to deliver performance in the areas that are most important to our competitiveness - planes that are clean and run on time, courteous and caring service, industry leading revenues, and competitive costs, all built on a foundation of safety. We call this performance agenda Focus on Five, and our people have really rallied behind it. While we are encouraged by what we have accomplished together over the last 18 months, we also know there is much more to do.

Prior to the onset of the recession in the fourth quarter of 2008, United enjoyed five quarters of industry outperformance on unit revenue growth. In the fourth quarter of last year, as the effects of the recession intensified, we began to see modest underperformance. The sources of this underperformance are clear - our large Pacific presence has been particularly vulnerable in this recession, and a high exposure to business and premium traffic made us more susceptible to reductions in corporate travel spending.

While our absolute performance this quarter is clearly not yet where we want it to be, we are closing the gap in our relative performance. Our traditional areas of strength are beginning to recover. Business and premium traffic are coming off of lows we saw earlier this year, and we are seeing gradual improvements in our corporate portfolio of performance.

In the Pacific, premium cabin bookings were down 21% year-over-year in September, off prior declines of nearly 50% earlier in the year, while the Atlantic saw similar improvement from lows down 34% in April to about 14% in September. Corporate revenues have begun to pickup as well, now down about 25% versus over 40% earlier in the year. While demand improvement is an encouraging sign, it will clearly take yield improvement, particularly in the premium cabins, to drive a real turnaround in revenue.

On the cargo side we saw a welcome positive trend in September, with some recovery in freight volumes and improved freight pricing primarily in key Pacific markets. Cargo loads from Europe and in some U.S. markets have also begun to tighten up, and that's helping us with fourth quarter pricing power. While it's still too early to tell if this strength is associated with the inventory rebuild or a true return of cargo demand driven by an improving economy, we are cautiously encouraged by what we see.

Third quarter year-over-year revenue results saw modest improvements from the second quarter. our consolidated passenger unit revenue declined by 14.7%, driven by a load factor increase of 2.5 points offset by a yield decline of 17.1%. Our domestic entity continues to produce better year-over-year unit revenue performance compared to international. This is supported by more aggressive industry capacity cuts in the domestic market. Consolidated domestic PRASM for the quarter was down 11.8% year-over-year on a 13.7% drop in yields, an improvement of about 1 point versus the second quarter.

Next week we will complete an important milestone in our domestic capacity reduction plan as we retire the last 737 from United's fleet, a fleet type that we have operated for nearly 32 years.

Internationally, our unit revenue decline was 5 points better than the second quarter as load factors were up 3.5 points from a year ago. PRASM was down 20% for the quarter as continued industry overcapacity and reduced premium cabin traffic weighed on results.

Our Atlantic entity is outperforming the industry and we are beginning to see improvements in China, though the rest of Asia remains challenging.

We are not, however, just sitting on the sidelines waiting for a recovery. We are actively taking steps to improve our revenue performance, maintaining capacity discipline, completing the announced aircraft retirements, and executing our additional post-Labor Day international reduction, optimizing our network, maintaining its breadth and redeploying assets where necessary, [tweaking] our cabins by almost 20% as we upgrade our international first and business class cabins with fully lie-flat seats, resulting in the market-leading product among U.S. carriers.

We are driving growth in ancillary revenue streams. We lead the industry in this area, generating about $13 per passenger compared to about $10 on average for the industry. As Glenn said, we have been aggressive and creative in this area, and we are working to maximize our opportunities to deliver our customers the right product at the right price and at the right time. Our new unbundled premium offering, delivering value at multiple touchpoints throughout the travel experience, are another example of our innovation in this space.

We have also announced significant new steps to enhance our Mileage Plus program, improving the value proposition for our most loyal customers. Beginning this quarter, Mileage Plus members may redeem their miles for hotel stays worldwide and car rentals in the U.S. and Canada. We are the only airline to offer this redemption option, which not only improves our competitive position amongst airline loyalty programs but also raises the bar against hotel and other non-airline programs. In addition, starting in the second quarter of 2010 we will begin offering all Mileage Plus members with elite status automatic unlimited domestic upgrades.

We made the commitment to run an on-time airline, and we have delivered this year with a very significant improvement in our performance. In 2008 we were fourth among the network carriers, and this year we are essentially in a dead heat with U.S. Airways for the number one spot. It is a credit to our team for making this happen, and I want to thank all of our employees for their great work getting our customers where they need to go on time and with excellent service along the way. Running an on-time airline really benefits our customers and sets our employees up for success, while rewarding them for their performance through our on-time incentive program.

While we still have much more work to do, improvements in areas such as on-time performance, cabin workability and cleanliness, employee courtesy and helpfulness are resulting in improved customer satisfaction scores across the board. Importantly, we are making these improvements while delivering industry leading unit cost control. We have established a performance culture around accountability and cost discipline. We are changing the way we do things from extending our business planning process to employee-enhanced performance management systems, importantly, while also brining on board the right leadership talent to achieve these objectives.

We are making touch choices, cutting our distribution costs, which are now industry leading, reducing our salary and management headcount, which is down by almost 25% from late 2007 levels. This helped to improve overall employee productivity by over 3% this quarter. We're partnering with suppliers to improve efficiency and effectiveness, while driving out savings in our maintenance organization through improved supply chain management. Just a few examples of a very broad and sustainable cost management program.

We're also working collaboratively with a number of our unions to seek opportunities to meet the company's objectives as well as our employee's by competing work and keeping it in-house when the economics are fully competitive. For example, this quarter we successfully worked with our IAM leadership to develop a competitive solution to retain in-house the ground handling work we do at O'Hare for our United Express flights. The result met the company's financial and operational objectives and importantly secured more than 700 jobs for our employees.

In another example, our maintenance team, working cooperatively with the Teamsters, was able to bring the international cabin reconfiguration work on 46 777 aircraft in-house after winning a headtohead competition with outside providers. This work in the maintenance area comes on the heels of winning the reconfiguration of 56 Airbus Narrow Bodies from our prior Ted configuration to a domestic, two-cabin configuration, work that the team is finishing ahead of schedule and below cost estimates.

Going forward we are continuing to look for ways to partner with our labor groups with a goal of achieving mutually beneficial agreements.

United's team has made solid progress across the company, identifying and importantly realizing the work that will lead to improved performance. We have made excellent progress across our agenda, and we are building on this momentum, as we said, very tough goals for 2010 and beyond. We have a long way to go to achieve our full potential, but we have the right plan and the right people to get the job done.

Now back to you, Kathy.

Kathryn Mikells

Thanks, John.

Moving now to guidance, for the fourth quarter we expect mainline capacity to be down 6% to 7% year-over-year and consolidated capacity to be down 3.2% to 4.2%. For the full year we expect mainline capacity to be down 9.7% to 10.2% year-over-year and consolidated capacity to be down 7.5% to 8%. This reflects the post-Labor Day reduction in international flying that we announced to you in the second quarter.

We have long been an advocate for capacity discipline, and our 2010 capacity outlook is reflective of that stance. We expect mainline capacity to be down 0.5% to 1.5% year-over-year and consolidated capacity to be down 0.5% to up 0.5% year-over-year for 2010.

We've again lowered our full year 2009 outlook for mainline unit costs excluding fuel and profit sharing. We're now expecting mainline unit costs to be approximately flat to down 0.5% against a mainline capacity reduction of about 10%. This represents a savings of more than $350 million for the full year guidance we provided at the beginning of the year and $50 more than what we told you on our second quarter conference call as we close the third quarter about 2 percentage points better than what we guided at the time of our second quarter conference call.

Full year 2009 consolidated unit costs excluding fuel and profit sharing is expected to be flat to up 0.5% year-over-year. For the fourth quarter we expect both mainline and consolidated unit costs excluding fuel and profit sharing to be up 1% to 2% year-over-year.

Based on October 14th's forward closing prices, mainline jet fuel prices are expected to be $2.06 per gallon for the fourth quarter. This price includes taxes as well as the impact of hedges that settle in the quarter and are recorded in fuel expense.

For the fourth quarter we're about 55% hedged at an average crude price of $75 a barrel. Excluding the legacy positions that we put in place in 2008, we're about 43% hedged at a little over $63 a barrel, using a combination of calls and swaps. For 2010 we're about 16% hedged at an average crude price of $74 a barrel, including the first quarter of 2010, where we have about 43% coverage at $74 a barrel. As of yesterday's close, our hedge book is in the money by about $145 million. You can find additional information about our hedge positions, our detailed fuel price outlook and other guidance in the investor update that we issued this morning.

We remain on plan to spend about $300 million in non-aircraft capital in 2009, with about $70 million remaining to be spent in the fourth quarter.

We continue to enjoy relatively modest debt obligations, with only about $215 million in debt and net capital lease payments due in the fourth quarter. As I mentioned earlier, we've already made about $125 million of payments in the first half of October. We have no large [inaudible] payments coming due, and our recent EETC refinancing lowered our debt amortization by about $215 million in 2010 and $100 million in 2011. As a result, our full year 2010 debt and net capital lease obligations now stand at about $900 million, relatively low compared to our peers.

While the environment continues to be a very challenging one, we're beginning to see signs of improvement, and the work that we've done puts us in a good position to outperform our peers and improve our relative margin as we move into the recovery.

And with that, Misty, we're ready to open up the call for questions.

Question-and-Answer Session

Operator

Thank you. We will first take questions from the analyst community, then we will take questions from the media. (Operator Instructions) Your first question comes from Mike Linenberg - Bank of America/Merrill Lynch.

Mike Linenberg - Bank of America/Merrill Lynch

Just two questions and Glenn or John can answer: With Continental coming online into Star, can you give us a sense of the opportunity there, maybe the revenue opportunity, and how quickly will it take to ramp up, to really get into that full JV? Can we be there in six months, 12 months? Any color on that would be great.

Glenn Tilton

We're looking at that to be about a $100 million opportunity, I think most of which will be on track to realize next year, but to get to full steady state it'll probably be 2011.

Mike Linenberg - Bank of America/Merrill Lynch

And then my second question, and this may be to Kathy, the Sky West financing, it definitely looks to be somewhat innovative. It looked like that part of the deal included the addition of 13 RJs operated by ASA. Now, is that incremental? Is that growth to your system or is that replacement of another carrier?

John Tague

We certainly have no plans for that to be growth. We haven't decided exactly where we're going to offset that in the system. We have a number of RFPs out; we're achieving very attractive bids, so we're confident the replacement economics will be quite favorable. But we do not plan on those aircraft being expansion aircraft, and consequently they are not in our guidance as expansion aircraft.

Glenn Tilton

I just want to follow up a little bit on the Continental question. I wanted John to give you the specific answer to the question you posed relative to incremental revenue.

I think the thing that you're going to hear us talk about in New York City the beginning of next week is the multiplier effect that we think the relationship is going to provide the company as we take full advantage of A++. As I said in my remarks, we actually talked to partners about the possibility of P++ if we secure open skies with Japan.

As we look at Continental coming into Star, the way that we look at it as very significant option value.

Operator

Your next question comes from Gary Chase - Barclays Capital.

Gary Chase - Barclays Capital

Kathryn, I wondered if you could just comment on the sustainability of what we've seen on the cost side? It looks relatively broad and across a lot of different line items. What is the sustainability of that looking forward? Should we assume that this is all run rate savings or are there things that you've sort of been able to get out of the equation in a tough year like this that you're going to have to offset next year with some incremental expense or at some point down the road?

Kathryn Mikells

I think the only thing that I would point to that impacts us and impacts everyone is obviously on the cost side with respect to revenue-related costs. Everyone has gotten some kind of wind on their back as a result of that. We're obviously very hopeful and optimistic and would be happy to face the wind coming forward on that as we head into 2010.

But I think your question is actually in part my answer. As you look at our income statement, but for a few line items like rents and landing fees - which, candidly, we struggle with and the rest of the industry struggles with and those tend to increase both at a greater rate than inflation and even when we reduce capacity; it just puts kind of more pressure on rates and charges at airports - if you look across the board on our income statement, I think you see very good cost performance across the board.

And while we can point to certain line items as performing extraordinarily well - salaries would be one of those line items, purchased services would be one of those line items, John mentioned in his talking points distribution being another one of those line items - what we've really seen has been very good control across the board. And as John mentioned, we've started our planning processes much earlier.

We really, based on just improved accountability, starting this progress much earlier, constantly setting ourselves up for here's our plan and now we're working on our plan to beat the plan, we're just nuts and bolts going at this every day, and I think clearly are delivering a very good result.

Gary Chase - Barclays Capital

And then you had given - and I apologize if I missed this - you said the capacity outlook for the mainline in 2010 was going to be down 50 basis points to down 150? Was that accurate?

Kathryn Mikells

Yes, that was accurate.

Gary Chase - Barclays Capital

And obviously the consolidated guidance is basically for flat. Two questions related to that: First, John, I think it was in fact last quarter's conference call you, I think, noted the likelihood that more capacity was going to need to come out of the industry to deal with the issues, so I'm assuming that you believe the revenue environment has improved enough where that's no longer the case based on that guidance.

And second and perhaps, I would argue, much more importantly, with all the volatility of fuel, understanding that your hedge book is only a small portion of your exposure for next year and even if you could do all of next year would only be next year, in an environment where fuel is moving with such huge volatility, how are you thinking about how you're going to manage the business? Because obviously capacity's something you're going to have to evaluate every month. How should we think about what you're going to do to deal with these huge dollar changes in energy every day.

John Tague

Let me start with the capacity side.

So, look, we obviously had significant reductions last year, and we're increasing those this year. We're at the top end of industry capacity reductions. I think we have demonstrated quarter-over-quarter that if we need to iterate from that and remove more capacity we will. Frankly, I have a greater degree of confidence around our ability to do that because of the success we've had in getting out the costs. So we will move on that aggressively should we need to.

But we are beginning to see certainly moderate improvements. I think the next big signal we're really looking for is how do corporate travel budgets get reset for 2010? And hopefully there's more resourcing capacity being diverted back to this expense item. If there isn't and we don't see a continued steep improvement as we move through the next quarter or two, then we're clearly going to have to reassess.

I'll leave the fuel risk management.

Gary Chase - Barclays Capital

But, John, is there something about the way you run the business that demands more flexibility in this kind of environment? That's really what I'm after. And is that possible?

John Tague

Well, I think it has demanded more flexibility in the environment for, gosh, I don't know how long, be it SARS or the fuel shock of last year. And I think we've demonstrated our ability to capitalize on that and frankly be better than most, be it the efforts Kathy has under way around raising liquidity or non-fuel cost management, our capacity discipline. All of these I think are improving indications of our willingness and ability to be flexible against the face of almost any challenge over the last several years.

And all I can indicate to you is if we face another challenge and I'm sure we will - we will be equally flexible in positioning the company for success.

Kathryn Mikells

And another thing that I would add to that, Gary, is I concur with your assessment that the industry has got to be more flexible as a result of being exposed to a higher degree of volatility in your specific case referencing fuel, and we've clearly seen a fair amount of volatility just over the course of the cycle.

That clearly suggests that as we think about fleet plans we've got to maintain that flexibility. As we think about collective bargaining agreements like we have today, we need the flexibility to make the changes in the business to respond to the business environment, which is going to continue to change.

As we look at our regional fleet, as we look at our mainline fleet, clearly we have over time aircraft financings and leases where planes will come off of those and we think about those and make decisions about them incrementally. I'd tell you about a month ago we made a decision to not release one of our 757s. And we looked at kind of the costs associated with that and relative kind of market conditions and what we wanted to do, and we decided to turn that aircraft back to the lessor.

So we are constantly monitoring that as we move forward on incremental financings like the recent EETC refinancing that we did. Even within those transactions we're looking to actually build ourselves the flexibility that we need over time, which is, I think, exactly spot on.

Glenn Tilton

I think, Gary, the only thing I'd add is I'd go back to the point that we made relative to partnership structures. We think about our partnership structures with our express carriers. We think about partnership structures with contractual flexibility that Kathryn referenced relative to our CDAs.

But I think that the Alliance structures are being put in place with the premise that if there has to be a response on a global basis beyond that which currently exists, then the option exists for us. We haven't yet seen them mature, but I think that the opportunity may well be there in both components of the income statement.

Operator

Your next question comes from Kevin Crissey - UBS.

Kevin Crissey - UBS

I struggle with - and I'm sure a lot of people in the industry are struggling with - kind of defining improvement in revenue. You guys have made it pretty clear that you're seeing some improvement and hopeful, it sounds like, for there to be a step change hopefully next year with corporate budgets.

But when you are looking at improvement - and just being down 25% versus being down 40% earlier in the year doesn't necessarily mean improvement because the comparisons the year before would be impacted - can you talk about how you think about that? Are you looking at it versus sequential trends versus a normal period, maybe a 2007 or a historical sequential trend?

How do you look at it to know that you're actually seeing improvement and not just that last year was worse?

John Tague

I think that that's a much more valid point when we enter the fourth quarter. It really wasn't evident for us significantly in the third quarter of last year, but clearly bad comps are going to make these numbers shrink all on their own as we move forward.

We're not happy with the absolutes. As I mentioned to you earlier, there's no opportunity here for a full revenue recovery until we get premium cabin pricing back, and it's not clear as to how long that will take. But we are seeing progress, which is quite encouraging from where we were just really three, four, five months ago, so I think the indication that this has bottomed and not only are we getting progress since the spring, we're sort of seeing it sequentially month after month, so there's not a lot of volatility. All the inputs are improving month after month, and that appears to continue to be the case in October.

But I take your point. I mean, we've got a long ways to go even to be moderately comfortable let alone pleased.

Kathryn Mikells

And the one thing I would add to that, though, clearly we also look at sequential improvement, we look at year-over-year numbers, kind of everything that you would expect. When you look at the sequential numbers, second quarter to third quarter, the improvement that we saw was clearly greater than what we've seen in past years. So I think that is another indicator for us that we're beyond the bottom and seeing trends improve.

Kevin Crissey - UBS

And would that be more domestic or international or just a combination of both?

Kathryn Mikells

A combination of both.

Kevin Crissey - UBS

Can you talk about what FX impact has been on your financials, maybe on your RASM numbers?

John Tague

FX was 1.6% in terms of international unit revenue.

Kevin Crissey - UBS

A good guy 1.6%?

John Tague

No, it was a bad guy year-over-year.

Kevin Crissey - UBS

And last, I guess more of a strategic-type question. You've highlighted that you have a network designed to have more business traffic by design. Why structurally does that make sense when it seems that corporations are getting better at pulling down their spend and effectively maybe we're getting more cyclical rather than less cyclical on the business side of things?

John Tague

Yes. You know, I think every time we go through one of these experiences we're convinced that there's going to be a long-term volume reduction in corporate travel, and that often has proven not to be the case. I think corporations are clearly focused on this line item, but while the premium to leisure traffic is compressing, it still is very, very significant.

Now, we continue to broaden the network. I think we're broadening our appeal in the leisure market. I think that as we move forward and get greater progress around ancillary revenues we could very well see an environment where the top end of the leisure passenger market is choosing a lot of optional sales. It could surpass the value of the low end of the business market. That's going to cause us to reassess our decision support systems and revenue management and possibly reassess some network things on the margin.

But we really think that clearly we are very well positioned, and I think that internationally importantly this is a sustainable value proposition for corporations. You know, you don't do business in China very effectively over the telephone.

Operator

Your next question comes from Hunter Keay - Stifel Nicolaus & Company, Inc.

Hunter Keay - Stifel Nicolaus & Company, Inc.

John, can you provide a little more color just to follow up on Kevin's question - how is FX a bad guy in the quarter, I mean, given how weak the U.S. dollar is. What are some of the moving parts there?

John Tague

One second - let me get you the component pieces. Pounds we had off 22, euro 12, yet plus 10, Australian dollar minus 18, and the real and the peso minus 25. It was a neutral impact in the Pacific, quite negative in the Latin, moderately negative in the Atlantic.

Hunter Keay - Stifel Nicolaus & Company, Inc.

Okay, Pacific is low?

Kathryn Mikells

Yes, and looking at that basically on a year-over-year basis.

Hunter Keay - Stifel Nicolaus & Company, Inc.

Again, I wonder if you guys can provide a little more specifics on this exposure to China. I mean, a lot of people tend to think about you guys as being obviously heavy Pacific focus and Chinese focus and playing you that way, playing obviously the emerging market strategy and whatnot, but, I mean, how specifically do you serve China? I mean, what are the industries in China, what are the demographics in China that you're most exposed to? Is it a growing middle class play? Is it a play on construction or agriculture? How specific, when we think about the Chinese market to U.S., back and forth, how specific does that impact you guys?

John Tague

We are very, very largely a U.S. source of sales, so when people talk about the dynamic of more disposable income in China and those kinds of things, it's interesting and it's encouraging, but you really couldn't see that move our numbers. We're a source of sale U.S.

Glenn Tilton

I think that one thing that - we had this call with our management team this morning, and it goes longer and it actually is a bit more detailed.

One of the things that we discussed this morning is how important to us Caterpillar's announcement was this morning. So for you guys, I would think you would be triangulating us back to Cat because in many ways as they go - and they had a blowout quarter - we go, as John just said a moment ago, and I think we're really a mirror of their confidence. And when they start telling their analysts on their call that they see in the coming quarters an economic recovery and they did this morning, that obviously has implications for us.

At the same time, as I said on the call that we had relative to the equity issuance, I just returned from China and visa issuance is up in China. A good bit of the back part of the cabin is now, frankly, Chinese travel to the United States. Of that visa issuance, a good bit of it is business, and a good bit of it is student visas for long stays in the U.S.

Hunter Keay - Stifel Nicolaus & Company, Inc.

I think Cat did talk about 9% GDP growth in China next year, which was obviously a good thing, too, so I appreciate that color, Glenn.

Operator

Your next question comes from Helane Becker - Jesup & Lamont Securities Corporation.

Helane Becker - Jesup & Lamont Securities Corporation

When I think about the capital raises for this year and looking out to next year, what should I think about as the weighted average interest rate of the debt now at this point in time?

Kathryn Mikells

If you look at the debt that we've raised most recently, Helane, relative to what we have on our balance sheet, it kind of pales in comparison. So if you go back to, say, what was our average debt cost previously, largely driven by, I'd say, kind of legacy EETC transactions, those rates are relatively low compared to what we're seeing today, probably closer to the 7% range. So that gives you kind of a little bit of guidance overall.

If you look out into 2010 and just talk about what we're going to see below the line and you look at the recent transactions that we've done, it's probably going to put interest expense kind of, all else held equal, up about $25 million or so.

Helane Becker - Jesup & Lamont Securities Corporation

Up $25 million over what it otherwise would have been?

Kathryn Mikells

Up $25 million year-over-year.

Helane Becker - Jesup & Lamont Securities Corporation

And then on the fare increases that have been announced recently, can you say if they're holding or not?

John Tague

Well, as you know, that's always a mixed bag. I would say in general over the last six to eight weeks we've seen more positive momentum and traction. And obviously that needs to continue because, as we talked about, we really need to see not only an improvement in demand; we need to see an improvement in the quality of demand to work our way out of this.

Operator

Your next question comes from Jamie Baker - J.P. Morgan.

Jamie Baker - J.P. Morgan

John, a question on demand recovery. You gave us plenty of average September data. I'm wondering, however, if you could compare the final week to the first week of the month? Obviously, I'm looking for a little bit more clarity on how demand might recover throughout the month and whether it is actual recovery or simply that Labor Day return that might have just sort of deferred the natural September demand that was going to occur anyway and condense it into a shorter period of time.

John Tague

Yes, I think that we did see improvement throughout the month, and that has continued into October. Although I think the steepness of the improvement was clearly earlier in the third quarter, we're continuing to see month-over-month improvement.

And as I mentioned, you know, I fully expect, look, we're headed into the holidays. The budgets haven't been reset yet for 2010. I think we're going to need some of that structural change to get the next real pop in unit revenue performance.

Jamie Baker - J.P. Morgan

And a second question, I guess, either for Glenn or Kathryn, following up some where you and Gary Chase seemed to be going before on capacity, doesn't committing capital for new aircraft actually decrease your flexibility to adapt to higher fuel? It seems that one reason you could be so flexible this past year was that you had a sufficient number of classics that were fairly easily punted, and I think this is one reason Continental might have been among the capacity cut laggards given they had a new, more expensive fleet. I'm just wondering if that flexibility you spoke to is standing somewhat in contrast to what you hope to do on the aircraft order front.

Kathryn Mikells

Not at all. Clearly, we're moving forward looking for our long-term replacement decisions associated with our fleet. As you know, we're the only folks who have kept their powder dry in that regard. We think this is a great time to be in the market, and a particularly opportunistic time to be in the market. But that's all about long-term fleet replacement.

And as we go through that exercise, clearly we're going to be mindful of what does that mean, how many aircraft are we talking about in order to continue to maintain the flexibility that we know we need over a long period of time to be responsive to what we know will be changing market conditions over a long period of time.

John Tague

I would also reiterate the RJ capacity flexibility we talked about earlier. And I think a little bit more than most, Jamie, we pushed these aircraft out of the fleet entirely and we permanently retired them. Our scheduled aircraft utilization levels are actually quite high right now, and that gives us the ability to down flex utilization as well from a flexibility perspective.

Operator

Your next question comes from William Greene - Morgan Stanley.

William Greene - Morgan Stanley

Can I just ask about a clarification on the exchange rate? As you look to the fourth quarter, if we just straightlined where exchange rates are, I think this should foot to a positive for you in the fourth quarter. How significant could that be?

John Tague

We haven't estimated it, but we agree with your general indication. But we don't have an estimate right now.

William Greene - Morgan Stanley

How big of a negative was it last year, do you remember?

Kathryn Mikells

I don't recall off the top of my head. I'll have John follow up with you and give you that detail.

William Greene - Morgan Stanley

On the second question, then, if you look in places like Denver, where you compete with Southwest, have you noticed any share shift related to the bag fees? Can you see any difference in your performance there versus other markets where you compete less head-to-head with them?

John Tague

You know, we can't anywhere. We're very, very happy with the revenue stream we're getting off of that. And, you know, I think this is the same old, same old argument for the last 15 years in this business - are you going to try and win on share or are you going to try and do something that improves total revenue production in the industry? We're not remotely regretful of our competitive position nor our decision.

Glenn Tilton

I think, Bill, you know, that having been said and acknowledged, one of the things that's clearly playing out here is two companies and two competitors in occasionally the same markets that are offering a different value prop. And I think you're actually going to see that's even going to be extended, and that's probably good for both value propositions.

John Tague

One of my colleagues just pointed out to me, for the 12 months ending June, United's load factor in Denver was 85% and Southwest was 69%.

Operator

Your next question comes from Daniel McKenzie - Next Generation Equity Research.

Daniel McKenzie - Next Generation Equity Research

Kathryn, I know it's really early, but investors with a one-year timeframe are already asking me what United's strategy is going to be for handling the convertible debt putable to the company in 2011. I'm just wondering if you have any early thoughts on that?

Kathryn Mikells

Dan, I think the good news is you referenced a one-year timeframe, and they don't actually become relevant within that one-year timeframe.

We look across our capital structure as we're trying to improve our balance sheet, give ourselves the flexibility we need, the liquidity we need. If you look out until 2011, we have two convertible issuances. One is relatively small, and that's the one that kind of comes up as the put/call provision's relatively early on the year. The larger one doesn't actually come up until later on in 2011. We'll continue to look at that between now and then. We've got tools in our toolbox that we certainly can use to try and deal with those before 2011, and it's absolutely on our radar screen.

But first and foremost ensuring that we've got the liquidity that we need to manage the business, which we've clearly made lots and lots of progress on, was first and foremost on our list of priorities.

Daniel McKenzie - Next Generation Equity Research

And then, I guess, a second question. Glenn, you've talked in the past about exploring all of United's strategic options, and one option that I'm sure ranks at the bottom but nonetheless begs the question since it is a strategic option is not a carve-up of the company but exploring whether the parts are worth more than the whole. And, in particular, if profits elude domestic flying could value be found by selling domestic or, I guess, even parts of domestic and keeping international with an alliance with a stronger domestic partner?

Glenn Tilton

Taking your question with respect to seeking the right partners, we're constantly pressing on the nature of our relationship with our various partners, and as the competitive landscape changes, as it recently did in Denver, we explore our flexibilities that Kathryn referenced a little while ago with respect to our relationship with existing partners that might morph into something else.

So we're constantly looking at that as the landscape evolves so we can make certain that as we look into the three-year plan or the five-year plan we build on strength-to-strength, whatever role we play within this network of partnerships, and we'll always do that.

Operator

Your next question comes from Michael Derchin - FTN Equity Capital Markets.

Michael Derchin - FTN Equity Capital Markets

Your capacity has been shrinking at a greater rate domestically than international. Looking at your 2010 plans, is that going to change? Is it going to be a more balanced change or a continuation of what's been going on over the last year or so.

John Tague

One second - I'll get you the component pieces of that for 2010.

Kathryn Mikells

One of the pieces of that as we look forward, we'd mentioned that we're in the process of reconfiguring our entire international fleet. And as we put in our new lie-flat beds, new entertainment systems, that reconfiguration, I think John had actually mentioned in his prepared remarks, shrinks our upper class cabins but overall we actually add about 3% to total seats on those aircraft, so that is one component as we look year-over-year. That probably adds about a little less than a half a point to ASMs on its own. Obviously, no change in [shell] count.

John Tague

The mainline domestic number is down 5-1 year-over-year. The mainline international is up 2-3. And then you have the consolidated figure in what Kathy gave you.

Operator

Your next question comes from Bob McAdoo - Avondale Partners LLC.

Bob McAdoo - Avondale Partners LLC

Kathy, earlier in your comments you made a comment about the RASM being down only 14%, and you said something about two-thirds of the change that you've seen in the last month or so was related to a tax adjustment?

Kathryn Mikells

No. I'll just sort of clarify. I had made two comments. One was that relative to the third quarter, the decline number was actually better by 2.5 points. The reference that you're referring to is we had beat guidance by about 1.6 percentage points. Of that, a little less than two-thirds of that beat was as a result of a change in tax reserves in the quarter.

Operator

Your next question comes from [Vasily Aluka] - Morningstar.

Vasily Aluka - Morningstar

A question about pricing, mostly talking about the business travelers. In the call I believe John kind of mentioned that there's been a better trend amongst business travelers, and even Kathy said this this morning on CNBC.

I'm just wondering if there's kind of been a change in preference from those business travelers, they're now becoming more cost conscious? Is that something that's playing out? Ultimately you can go back and look historically, like someone said, in all of the other cycles, everyone starts to cut costs, and people forget about it when times are good.

But is it your opinion or do you think that you've seen a permanent destruction in those kind of premium passenger business travels?

John Tague

Oh, I don't think we have any evidence to suggest it's permanent. We are seeing some buydown from premium cabins into economy cabins. Our reconfiguration is really designed to get at that issue and move our premium cabins over time, even the best of cabins, to be more pure revenue cabins as opposed to loyalty cabins.

But, look, I think it would be impossible for us to call what the final state outcome is a demand recovery, but we don't see any reason as to why we won't get there. It'll be a matter of time.

Kathryn Mikells

And the other thing I would just add to that is first you've got to see traffic recovery, and ultimately traffic recovery is what puts the industry in a position to get yields to recover. And I think what we're telling you is we're clearly seeing signs of traffic recovery. We're not yet seeing what we'd like to see in terms of yield, but it puts us as an industry certainly in a better position to get there.

John Tague

Yes, I think, you know, look, I will continue to reemphasize - it's been a topic on this call - without the level of capacity discipline that we have led and most people in the industry have participated in, this would be a very, very dire time. So we're going to have to keep our lid on capacity going forward, and we certainly maintain our commitment to be extremely responsible in that area. And that's going to be essential.

Glenn Tilton

You know, Vasily, I think, having spent more years, many more years, on the other side of this equation than on this side of the equation, what happens is when the economy recovers and comes out of a trough where travel managers have made the decisions that they've made and comptrollers have made the decisions that they've made and our corporate accounts and we get to the intersection of supply and demand, as both Kathryn and John have just said, then what they're looking for is good value for money.

And if the price point for a front cabin asset for a valuable manager on his or her way to Japan or to China is good value for money, then we're going to see that take up by our corporate customers.

Vasily Aluka - Morningstar

Right. And I would agree with the comments echoed as far as capacity constraints. They're restrained amongst the whole industry. I mean, at any other time I would imagine without that discipline there may have been numerous bankruptcies.

I'm just wondering, kind of bringing that over to international flights - I think was mentioned on the call kind of the decision for United to more towards and bring the more premium offering to the international flights - if it's not just opening up kind of the same problem that's happening domestically. Now you're in the recession and United's being more affected by the premium passenger downturn, especially as open skies agreements start to proliferate internationally.

John Tague

Yes, we're actually increasing our mix of economy cabin seats internationally, but we're all producing a market-leading product. And we think that's really the right outcome.

I will also add that each system has its own opportunities, and while we have aggressively cut international capacity, we've also enjoyed tremendous success, for example, in our recent entries into the Middle East.

So obviously absolute capacity numbers are important, but distribution is equally as important.

Kathryn Mikells

And overall if you look year-on-year in terms of the number of destinations that we serve in our system, they're roughly equivalent, which is clearly reflective of us being mindful of maintaining the very, very strong network that we have even as we take those capacity reductions.

Operator

Thank you, ladies and gentlemen. This concludes our analyst and investor portion of our call today.

Before we take questions from the media I would like to turn the call back to Mr. Tilton for closing comments.

Glenn Tilton

Thanks very much, Misty.

We've had a good thorough discussion. We appreciate the questions, and we know that the industry continues to confront challenges.

Having said that and acknowledging that, we want to return just for a moment before we turn the call over to questions from the media to what it is that we at United are focused on.

We've grown new ancillary revenue streams by offering more choice to our customers. We continue to both expand and improve our focus on our Mileage Plus loyalty program with significant enhancements that make the program more valuable to Mileage Plus members. We've moved to the top tier in on-time performance among our network carriers. We've improved customer satisfaction scores across the board. We're providing better products and better service to our customers than we have in many, many years, and we're doing so while we are delivering the industry's best unit cost control.

We're taking the right actions to successfully navigate the challenging environment that you and we have discussed on the call, and we're trying to position this company for long-term success in the face of challenges that we don't yet see.

The improving economic environment is beginning to bring back the business traveler, as our CFO said, on CNBC this morning, and United's in an excellent position to reap the benefits of high-yield traffic returns when they do in fact materialize.

With that, Operator, we'll open the call to questions from the media.

Operator

Thank you, sir. We will now take calls from the media. (Operator Instructions) Your next question comes from Susan Carey - Wall Street Journal.

Susan Carey - Wall Street Journal

I just want to come back to I think it was John on the question of the Continental incremental revenue gain to United. I want to make absolutely sure I understood what you said.

John Tague

We're estimating that to be about $100 million a year annualized. We'll probably be moderately below that for 2010.

Susan Carey - Wall Street Journal

$100 million a year in revenue to United?

John Tague

Correct.

Susan Carey - Wall Street Journal

And that would be to kind of really come into full bloom in 2011. And is that only from the Atlantic++ or is that also including the United Continental domestic code share?

John Tague

It is both.

Susan Carey - Wall Street Journal

Okay. Because the domestic code share is going to start also next week?

John Tague

Yes. Not on a full [organization] basis, but it will begin to start next week.

Susan Carey - Wall Street Journal

My second question is: You all haven't said anything except very euphemistically about where you stand on the airplane order. Is there any new news on how that's going?

Glenn Tilton

Susan, we didn't really think that Kathryn was euphemistic at all. We'll give her another try at it.

Kathryn Mikells

We're very close to wrapping this up and making a decision, Susan, and we think we'll have it completely buttoned down to the extent that decision is to put an order in before the end of the year in terms of dotting our Is and crossing our Ts. But we're very close to a decision.

You know, as we've talked before, both of these manufacturers offer very good products in terms of their potential fit into our long-term fleet strategy. It's really about the deal and the economics of the aircraft, and that's what we're pressing on right now. But we're confident that they're going to continue to be very responsive in this competition, and we look forward to bringing it to a close.

Susan Carey - Wall Street Journal

And so, again, Kathy, just to make sure I understand, you're close to wrapping up before year end whether you're going to walk away for now or you're going to make a decision to place an order?

Kathryn Mikells

We will make an announcement - and you're absolutely correct - and that announcement would either be we've decided the economics they put on the table are not compelling or we're making an order and here's what it is.

Operator

Your next question comes from Joshua Freed - Associated Press.

Joshua Freed - Associated Press

Looking at the $289 million number for the ancillary revenue for the quarter, is that sort of roughly where you expect that number to sit for awhile or do you expect it to get bigger and, if so, how?

John Tague

Well, I think we're going to continue to roll out, obviously, more added value options for our customers and experiment not only with the bundling but also how we offer. Candidly, right now we need to do quite a bit of IT optimization around getting the right offers to the right customers as opposed to repetitive offerings to the same customers. So we think we have an optimization revenue opportunity within the existing suite of products, and we've got a lot of products coming online in the pipeline as well.

Joshua Freed - Associated Press

Are you able to say any more about what's coming online or do you want to throw out an example or two of what we might see coming up?

John Tague

No.

Joshua Freed - Associated Press

And the new offering where you can use miles for hotel rooms and cars, does that feed into that $289 million number or does that come in somewhere separate?

John Tague

No, it doesn't. That's in the other revenue category.

Joshua Freed - Associated Press

And are those miles sold the same way most frequent flyer miles are or is that a somewhat unique arrangement? How do those miles get sold? Is it different than the usual way that you sell them?

John Tague

We provide redemption opportunities for our customers be it onboard our airplanes or in hotels and car rentals, and we in effect negotiate the exchange ratios for those and then offer the product up to the customer at a face value price.

Operator

Your next question comes from Dan Reed - USA Today.

Dan Reed - USA Today

The negotiations, stop and start negotiations under way in Tokyo between JAL and both American and Delta, if a deal goes through they present perhaps a somewhat stronger or a much stronger competitor for United in the trans-Pacific market.

Do you guys have a view on those negotiations and on the general notion of antitrust-endorsed alliances across the Pacific.

Glenn Tilton

Dan, taking the back end of your question, we are enthusiastically supportive of antitrust-immunized alliances, as you might suspect.

And as I said in my remarks, an open skies treaty with Japan would put us in a position then to be able to advance the possibility of an antitrust-immunized venture with All Nippon Airways. So we're really focused on our own partner and our own alliance opportunities, which would mirror the structure that we have across the Atlantic. So that's United's book of business.

The only thing that I would offer -year-old to think about with respect to the apparent competition or the reported competition for JAL is we are very mindful of how difficult it is for an airline to exit alliances and join another, and it has been a real, as you well, know, a real significant book of work for Continental to do so. So you really need to think hard as a carrier before you make that decision.

And, of course, if they don't exit their current alliance, Dan, then the competitive reality for us is unchanged. They're in One World today.

John Tague

Yes, I think any of these outcomes conceive a smaller JAL, which obviously accrues to the benefit of us and our partner, ANA.

Dan Reed - USA Today

It does sound like, Glenn, there's a little hint of preference that they're going to align up if they stay with American. I mean, obviously, Delta, though the [inaudible] West purchase is a major competitor in that market, and adding JAL, would you agree that that would make the Delta/JAL combination a stronger competitor than what you're seeing today?

Glenn Tilton

What I actually prefer is that one of them is going to end up with not partner at all.

Operator

Your next question comes from Mary Schlangenstein – Bloomberg News.

Mary Schlangenstein – Bloomberg News

You've taken about 100 aircraft out of your fleet the last couple of years. How many of those have you been able to sell, how many have you returned to the lessors if they were leased, and how many are you still making payments on?

Kathryn Mikells

I don't have the exact figures right in front of me. I'll give you kind of rough order of magnitude. We owned a fair number of those aircraft. We've probably at this point sold I'll call it a couple of dozen aircraft. We've got a number of 737s that we retired that we have not yet sold.

Overall, between the ones that we own and what naturally came off lease, given the size of that fleet we have relatively few planes that actually are on lease beyond the end of this year. We've been working with those lessors and have actually closed deals on some of those planes, but we don't have that many remaining that continue to be on lease beyond the end of this year.

Mary Schlangenstein - Bloomberg News

And if you do place an order for new aircraft, when is the earliest that you think you'd begin taking delivery of those planes?

Kathryn Mikells

That's not something we're willing to comment on at this time.

Operator

Your next question comes from Ted Reed – TheStreet.com.

Ted Reed – TheStreet.com

First thing, I was on the Southwest call the other day, and they see a continuing decline in business travel and you see an uptick, and I wonder why do you think that is? Do you think you have a better view of business travel? Are they looking at something different?

Glenn Tilton

Well, I would offer up what I said to one of the analysts, that our value propositions and our client bases and our customer bases are certainly very different. But beyond that maybe Kathy and John would like to add something.

Kathryn Mikells

The only other thing that I would add to that is clearly what you've heard us say is that we've seen traffic pick up considerably. With regard to the pressure that we saw in the second quarter, we're seeing very good trends in that the declines in things like corporate sales have greatly abated.

I certainly think you've got to really compare the stark contrast between these two carriers. We're a carrier very heavily focused towards the business traveler both in terms of our network, in terms of how we configure our aircraft, in terms of the large corporate sales portfolio that we have, so I don't think it actually would be unusual that you would see us see different trends than low-cost carriers.

Ted Reed - TheStreet.com

The second thing, given the trouble that JAL is having and the reporting of it, is there any benefit that you're seeing to ANA from that?

Glenn Tilton

Oh, I think that the best way, Ted, for me to answer that is to say, I guess for the third time, on the analyst call and this call, we are very, very pleased to have ANA as our partner, and the conversations that we're having with them relative to our relationship across the Pacific is very encouraging to us.

Ted Reed - TheStreet.com

And so that's a yes, it is benefiting?

Glenn Tilton

Well, I'm not ANA, Ted. You'd have to ask ANA the extent to which they're benefiting from JAL's problems. But I think you can probably make the deduction yourself.

Kathryn Mikells

And clearly in what JAL has said publicly as part of their restructuring, there is an expectation that they are going to be a smaller carrier, and I think it's fair to connect the dots and suggest that that should ascribe to the benefit of ANA and secondarily to us as their partner.

Operator

Your next question comes from Darren Shannon - Aviation Daily.

Darren Shannon - Aviation Daily

You guys issued an express RFP a few months back. I wanted to know if you would give me an update on that.

And secondly, have you made a decision on the Mesa-8 and CRJ-200 contracts?

John Tague

Yes, we did issue an RFP. No, I can't give you an update; it's still open. And no, we've not made a decision regarding Mesa.

Darren Shannon - Aviation Daily

Now, that has to be made by the end of this month or so, isn't that correct?

John Tague

We wouldn't want to disclose those terms. I don't believe that they're publicly available.

Darren Shannon - Aviation Daily

I think Mesa has it in their quarterly. But thank you very much.

Operator

Ladies and gentlemen, this concludes our call today. You may disconnect your lines at this time.

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Source: UAL Corporation Q3 2009 (Qtr End 9/30/09) Earnings Call Transcript
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