Irene E. Foxhall - Executive Vice President of Communications & Government Affairs Sarah Murphy Jeffery A.

Smisek - Chairman of the Board, Chief Executive Officer, President, Member of Executive Committee and Member of Finance Committee James E. Compton - Vice Chairman and Chief Revenue Officer John D.

Rainey - Chief Financial Officer and Executive Vice President

Michael Linenberg - Deutsche Bank AG, Research Division Helane R. Becker - Cowen Securities LLC, Research Division Hunter K.

Keay - Wolfe Research, LLC David E. Fintzen - Barclays Capital, Research Division John D.

Godyn - Morgan Stanley, Research Division Jamie N. Baker - JP Morgan Chase & Co, Research Division Glenn D.

Engel - BofA Merrill Lynch, Research Division

Thank you, Brandon. Good morning, everyone, and welcome to United's 2013 earnings conference call.

Joining us here in Chicago to discuss our results are Chairman, President and CEO, Jeff Smisek; Vice Chairman and Chief Revenue Officer, Jim Compton; and Executive Vice President and Chief Financial Officer, John Rainey. Jeff will begin with some overview comments, after which, Jim will review operational performance, capacity and revenue.

John will follow with a discussion of our costs, fleet and capital structure. Jeff will make a few closing remarks and then we will open the call for questions, first from analysts and then from the media.

[Operator Instructions] With that, I'll turn it over to Sarah Murphy.

Thank you, Nene. This morning, we issued our earnings release and separate investor update.

Both are available on our website at ir.united.com. Information in this morning's earnings release and investor update 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 expectation.

Please refer to our press release, Form 10-K and other reports filed with the SEC by United Continental Holdings and United Airlines for a more thorough description of these factors. Also during the course of our call, we will discuss 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, a copy of which is available on our website. Unless otherwise noted, special charges are excluded as we walk you through our numbers for the quarter, these items are detailed in our earnings release.

And now, I'd like to turn the call over to Jeff Smisek, Chairman, President and CEO of United.

Thanks, Nene and Sarah, and thank you, all, for joining us on our third quarter 2013 earnings call. Today, we reported a profit of $590 million for the third quarter, an improvement of 13.5% year-over-year or $1.51 per diluted share.

I want to thank all of my co-workers for running a reliable airline and delivering great customer service. I'd also like to thank our customers for choosing to fly United.

We appreciate your business. We also appreciate the positive feedback we've been receiving from you about the significant improvements we've made to our operations, customer service and product.

Although our third quarter earnings marked our highest level of quarterly profits since the third quarter of 2011, our financial performance this quarter did not meet our expectations and fell far short of what we can and should deliver. We are committed to achieving the full potential of United.

As we've said before, our 3 goals for 2013 are to deliver solid operational performance, to deliver great customer service, and to beat our financial plan. We've made meaningful progress on 2 of those 3 fronts this year, but our financial results remain unsatisfactory.

We need to accelerate our revenue growth and improve our efficiency in the coming quarters and years. There are several key drivers for our lower-than-expected passenger revenue results this quarter.

The first is related to the demand forecast we input into our revenue management system, which was biased toward accepting too many low-yield bookings early in the booking curve. This resulted in very high load factors and a weak yield mix.

Another involves suboptimization of our fleet. A third factor is increased competitive pressure in the Pacific entity, particularly, in China.

Jim will explain in more detail these items and the prompt actions we are taking to improve our revenue and yield mix. We have a lot of work ahead, but our team knows what we need to do to address the revenue and cost issues we have and to accelerate our improvements in financial performance.

In a few minutes, I'll turn the call over to Jim and John to provide details on the specific actions we're taking on both revenue and costs. But first, let me briefly update you on our progress on our other 2 goals of delivering solid operational performance and great customer service.

We ran a solid and competitive operation in the third quarter, with a mainline on-time arrival rate of 78.9% and a mainline completion factor of 99.2%. September was our best month of 2013 and our second-best month since 2010 for domestic on-time arrivals, at nearly 85%.

Our team's performance year-to-date demonstrates that our operations are, once again, stable and reliable. And with the peak travel season behind us, we can now begin to run our operation with far more efficiency than we have in the past.

We also continue to make progress on our goal of delivering great customer service. This is evidenced by our customer satisfaction scores for September that were 37% higher than they were 1 year ago at this time.

In addition, the number of written customer compliments we've received about our co-workers has increased 45% year-to-date. So far, more than 40,000 of our agents and flight attendants have participated in our customer service training program.

We've made great progress in customer service and are committed to building upon and improving the skills our coworkers have honed this year. We plan to continue to invest in customer service training and standards, and we believe that great customer service at United can become a powerful competitive differentiator.

During the third quarter, we also made significant progress bringing United's work groups together. In early September, we accepted an integrated seniority list from the Airline Pilots Association.

This list allows us to bring together our more than 12,000 pilots to form one pilot group, which will allow us to fully integrate our flight operations. In addition, we offered a recall to all pilots who remained on furlough and are in a good staffing position as we approach the implementation date for the new flight duty time rules of FAR 117 in January of next year.

Also in September, we announced tentative agreements with the International Association of Machinists for joint collective bargaining agreements for the work groups represented by the IAM. These tentative agreements cover 28,000 of our customer service representatives, ramp agents, storekeepers and customer contact center representatives, and are currently in the ratification process.

We continue in joint negotiations with our other work groups, as well. Bringing our work groups together is important and we continue to work closely with our unions to reach responsible joint collective bargaining agreements.

As we do so, we continue to build our working-together culture, which will help us improve our customer service and, in turn, our profitability. In addition to investing in our customer service and our people, we are investing in our product with the goal of offering our customers a comfortable, consistent and personalized flight experience every time they travel with United.

We've made substantial improvements to our onboard product. This month, we unveiled our new economy seat design, focused on customer comfort, revenue generation and fuel efficiency, all with a sophisticated, modern look.

This seat has a slimmer, more ergonomic design, providing more customer comfort while allowing us to improve the operating economics of the aircraft on which it's installed. Over the next few years, our customers will experience this new seat on more than 500 mainline and regional aircraft.

United has the industry-leading portfolio of preferred seating options, including the most extra-legroom economy seats and the most premium-cabin flat-bed seats of any U.S. carrier.

We are making strides in modernizing our in-flight entertainment, as well. Today, we have over 115 aircraft flying with Wi-Fi and are installing our satellite-based global Wi-Fi product on our remaining mainline fleet at the rate of about 1 aircraft a day.

We're also preparing to launch a new streaming video in-flight entertainment product beginning later this year, which will allow our customers to view a variety of on-demand entertainment options on their own devices. Our digital channels are critical to our strategy of providing personalized experiences, real-time information and more control over the travel experience to our customers.

And during the third quarter, we updated the functionality of our mobile app. In the fourth quarter, we will be launching a significantly enhanced version of our mobile app and I expect that our customers will appreciate its design, functionality and ease-of-use.

Our customers can now purchase most of our ancillary products directly through the United app. While ancillary sales through our mobile channel still represent a small portion of our total ancillary revenue, we've seen tremendous growth in this space, with the year-to-date mobile channel ancillary sales having more than doubled year-over-year.

Our improving product aligns with our business-centric global network. Our growing fleet of highly efficient Boeing 787 Dreamliners enables us to fly new routes that would not have been feasible without these aircraft.

Thanks to the considerable progress we've made in our operational reliability and our customer service, along with our significant investments in our people, our product, our technology and our network, we were ready in September to launch our new ad campaign centered around United's iconic "Fly the Friendly Skies" tagline and Rhapsody in Blue theme song. Our new ad campaign redefines what it means for an airline to be friendly in our modern era.

To our customers, friendly now means being user-friendly throughout the entire travel experience, from shopping and booking, to check-in, to boarding, to in-flight, to retrieving bags. We are working hard to give our customers the operational reliability, customer service, network, convenience, options, technology and product they need to have a consistently enjoyable travel experience and to deliver on our promise of being flyer-friendly.

We're also working hard to deliver to you, our shareholders, the financial performance that our strong assets and team of over 80,000 co-workers can generate. Improving our financial results is an absolute priority.

With that, I'll turn the call over to Jim and John, to go through, in greater detail, this quarter's results and the actions we're taking to improve our future results.

Thanks, Jeff. I'd first like to thank my co-workers for running a reliable operation and providing steadily improving customer service this quarter.

I also want to thank all of our customers for choosing United. We are committed to being flyer-friendly in every aspect of your travel experience.

We continued to improve our on-time performance in the third quarter, with a mainline on-time arrival rate of 78.9%. Our operational performance, relative to our peers, improved with only 1 percentage point of on-time performance separating us from top-tier performance.

We're pleased to have recognized our co-workers for their accomplishments this quarter with incentive payouts of $9 million. And this month, we're on track to exceed our on-time arrival goals for another payout in October.

We've seen clear operational benefits from many of the actions we've taken over the last 18 months, all of which contributed to our solid operational results. As we move past the summer peak, our focus has shifted to running a more efficient operation while delivering reliability.

We are taking every opportunity to reduce the amount of time it takes to taxi an aircraft into the gate, to bring a jet bridge up to an aircraft to begin deplaning, and to turn an aircraft between flights. We're improving our efficiency through enhanced tools for our co-workers, more powerful self-service technology for our customers and a more appropriate matching of staffing with demand.

Our third quarter consolidated capacity declined 1.1% year-over-year, driven by capacity decreases in the domestic and Pacific entities. Our network planning team continually analyzes new opportunities to redeploy current aircraft to new markets in order to make United even more attractive to our customers and to improve our return profile.

We expect fourth quarter consolidated capacity will increase between 2.5% and 3.5%. Approximately half of this increase is due to our reduced flying as a result of Superstorm Sandy in the fourth quarter of 2012.

We expect full year 2013 consolidated capacity to decrease between 1.2% and 1.4%. Moving to our revenue results.

Our third quarter total revenue of $10.2 billion reflects many of the improvements we've made in our operations, customer service and merchandising capabilities. Our third quarter consolidated PRASM increased 2.7% year-over-year, which was lower than our original expectations for the quarter.

Although we did improve our third quarter PRASM versus 2012, our revenue results were not at the level we expected or deem acceptable. As Jeff noted, there are several key drivers for our lower-than-expected passenger revenue results.

The first is related to the demand forecast we input into our revenue management system. Another involves the suboptimization of our fleet.

A third factor is increased competitive pressure in the Pacific entity, particularly, in China. Let me assure you, we are taking aggressive action to fix the causes of our underperformance and, in turn, grow our revenue at a faster rate.

First, we have determined that the demand forecast we were using to manage our inventory underestimated the level of close-in booking demand. That erroneous demand forecast biased our revenue management system to open lower-yield inventory buckets further out in the booking curve.

As a result, while we ran very high load factors this quarter, our yield mix was lower than it should have been, had we used a more accurate demand forecast. The impact of this issue intensified in mid-September as we shifted from the more leisure-centric summer period to the fall, when there is more business travel and more close-in booking demand.

What's key going forward is that this month we implemented the first of 2 significant recalibrations to the demand forecast we are using for future bookings. The first recalibration adjusted our forecast to shift our booking curves toward more close-in bookings.

This will reduce the number of low-yield bookings we accept further out from departure and maintaining of seat availability to maximize close-in higher-yield bookings. The second recalibration to our demand forecast will occur in November and will update the demand forecast to be more weighted to recent demand trends than prior-year history.

Together, these changes will enable us to capture more higher-yielding traffic than we have recently. Since we accept bookings up to 11 months before departure, it will take some time to see the full effect of this recalibration.

However, we anticipate realizing accelerating yield improvements during the first half of 2014. Second, to ensure we minimize any operational challenges during the peak summer travel period, we took a more conservative approach to revenue management by limiting the booking levels we would accept on a given flight.

That was the right thing to do then. Today, however, as we are running a consistently reliable operation and have a longer history of booking data and traffic flows across our network, we are moving away from those tactics.

We have a more accurate assessment of customer behaviors such as no-shows and cancellation rates across our system, than we did at this time last year, and have adjusted our inventory availability and booking levels accordingly to drive incremental revenue. Third, while our global route network is the best in the industry, we still have opportunities to optimize our footprint and choose the best aircraft for a particular route.

For example, last summer, due to operational reliability issues we were experiencing with our Boeing 747 aircraft, we moved our entire 747 fleet to San Francisco to increase our maintenance touch points and provide better spares and swap capability to minimize operational issues. While this was not a revenue-maximizing decision in the short-term, it was important that we quickly improve the reliability of the 747 fleet.

Now that we have improved the reliability of those aircraft, after putting them through an intensive preventive maintenance program, we're comfortable returning the 747s to their optimal routes. That includes the routes originating in Chicago.

We expect this change will drive around $40 million in additional benefit next year. Although what I have been talking about constitutes just some of the many actions we are taking to improve our passenger revenue, they are among the most critical and impactful ones.

I want to assure you, we will remain vigilant and flexible as we implement these actions and will consider others to improve our performance, all while continuing to run a competitively reliable airline delivering great customer service. We are facing a challenge in the Pacific region.

During the third quarter, our Pacific unit revenue declined 9.4% year-over-year, driven by capacity growth from domestic and international competitors in China and by an additional headwind of $55 million in the quarter due to yen weakness. As you know, we are the largest U.S.

carrier to China, with more than twice the capacity of our next largest U.S. competitor.

Demand for travel to and from China continues to grow at one of the highest rates globally, and in response, there has been a flood of new competitive capacity into that market. In total, in the third quarter, competitive industry capacity between the U.S.

and Beijing and Shanghai increased 20% year-over-year, and we see that trend persisting in the fourth quarter. As we moved from the summer into the shoulder period in September, we saw our yields and load factor on flights to China deteriorate at a rate over and above what we originally anticipated.

Despite the year-over-year Pacific PRASM declines, the region remains a critical asset for us and a key differentiator. We operate ideal Pacific gateways in San Francisco and Los Angeles, the 2 largest local markets on the West coast, and offer our customers an unmatched level of service to China.

While our offering between the U.S. and Asia is unrivaled, we continue to look for opportunities to expand our presence while maintaining overall capacity discipline.

As you may know, we will soon start selling tickets on our new nonstop service from San Francisco to Chengdu, China. The 787 makes this service viable and enables United to be the first mover among domestic carriers to serve such important markets in Asia.

We're also working to provide our customers a consistent, user-friendly travel experience from end to end. We're doing this by offering great seating options, providing a comprehensive portfolio of ancillary projects -- products, rolling out global satellite Wi-Fi across our mainline fleet, improving our self-service technology and delivering excellent customer service.

We now have Economy Plus seating installed on nearly all of our mainline aircraft and on many of our larger regional aircraft. Further, we are the only U.S.

carrier to offer flat-bed seats on every long-haul international flight from the U.S. Ancillary revenue continued to show strong growth in the third quarter, as ancillary revenue per passenger grew 16% year-over-year to over $20 per passenger.

Economy Plus upsell was, once again, a primary driver of this growth, increasing 19% year-over-year in the third quarter. We further enhanced our ability to dynamically price Economy Plus in the third quarter by migrating Economy Plus to our merchandising platform, which enables us to easily adjust pricing based on load factors and forecasted demand.

We also saw substantial growth from paid premium cabin upgrades, with a 27% increase year-over-year. With our strong ancillary revenue growth in the first 3 quarters of 2013, we are well-positioned to exceed our 2013 goal of increasing ancillary revenue per passenger by 9%.

We're continuing to invest in the technology our customers want and use. This quarter, we enhanced our mobile apps, which now offer functionality for customers to modify their flight itineraries in the case of a delayed or canceled flight.

We've also installed global satellite-based Wi-Fi on more than 115 aircraft to date and are installing the product on about 1 aircraft per day. Turning to our near-term passenger revenue outlook.

Many of the recent pressures we experienced in the third quarter persist in October and the fourth quarter, which is a quarter during which we will also be growing our consolidated capacity between 2.5% and 3.5%. We currently estimate our October consolidated PRASM to decrease between 2.5% and 3.5% year-over-year.

This includes an approximately 1.5-point negative PRASM impact due to the government shutdown. We estimate our fourth quarter consolidated PRASM to be flat to down 2% compared to the fourth quarter of last year.

We are working hard to provide our customers the network, the product and the service they desire when they travel. While we're disappointed in our revenue results, we're making the right adjustments and have the right plans in place to address the issues and profitably grow our top line in the quarters and years to come.

With that, I'll turn the call over to John.

Thanks, Jim, and thanks to our co-workers for working together to deliver great service and reliability for our customers this quarter. Today, we reported over $0.5 billion of profit for the third quarter, but our financial results are not yet where we expect them to be.

We're making tremendous progress operationally and in our customer service, supported by feedback from our customers and co-workers. But we now need to translate that into better financial results than we are reporting today.

The entire team is working hard to accelerate the achievement of our financial goals. This quarter, we earned $590 million of net income, resulting in a 5.8% pretax margin, a 0.5-point improvement year-over-year.

So far this year, we have increased our pretax margin in 6 of the 9 months and expect our fourth quarter pretax margin to increase year-over-year also. Our third quarter CASM, excluding fuel, profit sharing and third-party business expense, grew 6.4% versus 2012, at the low end of our guidance range.

Our better operational reliability was the primary contributing factor to the improvement in the third quarter CASM versus our guidance. Running a solid operation results in lower overtime expense, maintenance expense and re-accommodation expense.

In each successive quarter this year, we have reduced our nonfuel CASM year-over-year increase, and we expect that trend to continue in the fourth quarter. We expect our fourth quarter CASM, excluding fuel, profit sharing and third-party business expense, to increase about 1% versus the same period in 2012.

And for the full year, we expect it to increase between 6% and 6.5% year-over-year. Our increase in nonfuel unit costs this year will be the high water mark for United and we are targeting an annual nonfuel CASM increase lower than inflation for the foreseeable future.

Running a reliable operation is fundamental to our company-wide cost reduction efforts. In the fourth quarter, our productivity will improve year-over-year.

We're investing in tools that will make our co-workers more efficient and provide self-service capabilities to our customers. These investments, among other initiatives, will enable us to further increase our productivity over time and allow our co-workers to provide even better customer service.

With better reliability and customer service, we are experiencing lower call volumes to our reservation and service centers, and issuing fewer travel vouchers than last year. Beginning with the November schedule, we've reduced scheduled block times and plan to continue to schedule the airline in a more efficient manner next year.

Importantly, though, our commitment to lowering our costs goes well beyond returning to prior levels of efficiency. This summer, we embarked on a comprehensive company-wide effort to improve the efficiency and quality of everything we do.

Improving our fuel efficiency is a top priority and we continue to demonstrate progress in this area. Our third quarter capacity declined 1.1% year-over-year, but our fuel consumption declined 2%.

The incremental 1% improvement in fuel efficiency is primarily due to replacing older aircraft with highly efficient new Boeing 737-900ERs and 787 Dreamliners, and we expect this trend to continue as we further improve the efficiency of our fleet. In September, we reached joint tentative agreements for the work groups represented by the IAM, and these agreements are currently up for a ratification vote with the membership.

Earlier this year, we offered eligible employees in those workgroups an Early Out program, contingent upon ratification of the joint collective bargaining agreements. More than 1,000 employees have expressed interest in the Early Out programs and if the tentative agreements are ratified, we will begin the separation process for those eligible employees who choose to be part of the program.

In the fourth quarter, we expect between $730 million and $750 million of gross capital expenditures. During the quarter, we plan to take delivery of 6 new fuel-efficient Boeing 737-900ERs and 1 Boeing 787 Dreamliner, and we expect to retire 12 domestic 757-200s.

We expect to end the year with 693 mainline aircraft, 9 less than last year. We make our fleet replacement decisions with the goal of maximizing return on invested capital over the life of the asset.

In the case of the 737-900ER and the 787, these are great additions to our fleet that help deliver better returns. In the third quarter, we continued to install slimline seats and global Wi-Fi on our Airbus fleet.

This is part of an initiative to refurbish the interiors of that fleet and improve its profitability. This investment significantly improves the onboard experience for our customers and, at the same time, results in a better return for our shareholders as we defer capital investment.

By investing a modest amount of capital in this fleet, we will be able to fly these aircraft years longer than we originally intended. We ended the quarter with $6.7 billion of unrestricted liquidity, including our $1 billion undrawn revolving credit facility.

We made $253 million of debt and capital lease payments in the third quarter. As we continue to pay down debt, our pool of unencumbered assets continues to grow.

As of the third quarter, we had approximately $5 billion of unencumbered assets, which includes more than 90 unencumbered aircraft. We expect to make approximately $250 million in debt and capital lease payments in the fourth quarter, bringing our total debt and capital lease payments this year to $2.3 billion.

Our maturity profile for the next 4 years is much lower than the last 4 years, with an average of $1.2 billion in annual scheduled debt and capital lease payments. This reflects the significant progress we've made in improving our balance sheet and reducing our outstanding debt and, as a result, decreasing the financial risk in the business.

We've made progress in improving our financial stability this year, but our financial results do not reflect our full potential. We're committed to expanding our margins each year through both revenue improvements and cost reduction.

Our goal is to create economic value each and every year, and the foundation we've laid over the last year positions us well to achieve these goals and push them higher over time. We expect more from ourselves than the financial results we are reporting today and are taking aggressive actions to address the factors that contributed to our financial underperformance.

I am confident that we will be able to deliver financial results that provide a better return for our shareholders, a better career for our employees and a better overall product and experience for our customers. With that, I'll turn the call back over to Jeff.

Thanks, John. Our operations, our customer service, our product, our technology, our network and our culture have all clearly improved in 2013, and I'm proud of our team's work to create the airline we are today.

We are, however, underperforming financially. We know it and we are fixing it.

I look forward to reporting to you on our progress and continuing improvement in the quarters and years to come. With that, I'll turn it over to Sarah to open up the call for questions.

Thank you, Jeff. First we'll take questions from the analyst community, then we'll take questions from the media.

[Operator Instructions] Brandon, please describe the procedure to ask a question.

Just a couple questions here. John, I just want to go back just to the commentary you mentioned about the margins in the fourth quarter.

So I think you indicated that your pretax margin would be better in the fourth quarter year-over-year. Did you mention -- did you say the same about the operating margin?

We've made no comment on the operating margin, but there's not a lot of noise in the non-op area. We gave guidance with respect to what we would expect the mark-to-market hedges to be as of -- the fuel curve as of October 17.

So there shouldn't be a disproportionate relationship between the 2.

Okay. And then just the -- I guess, maybe as a clarification on the improvement in the pretax margin, can you give us a sense, I mean, are we -- when we say improvement, are we talking about 10 basis points here or something that would suggest that things are definitely moving in the right direction, something maybe more material?

Mike, if you took the midpoint of our guidance, along with Jim's commentary on revenue, that would guide you to something close to breakeven. Obviously, we'd like to see better financial results than that, and we're not letting off the accelerator here.

We think that there's opportunity to improve both in the fourth quarter, as well as going into next year. And we're quite optimistic about where we're headed.

This is disappointing, in the sense that this quarter we think we should be doing better than what we've reported, but we've got a lot of things identified that we're very encouraged about and confident that we can deliver as well.

Okay, very good. And then just jumping over, just a quick one on labor, maybe this is to Jeff, on the pilots.

So we have the seniority integration list done, how quickly will we see the mixing and matching of the pilots across the fleet? And then the IAM vote, when is that taking place?

What's the time frame?

Sure. I think you'll see, fairly quickly, the mixing and matching.

Recognize that we're not going to do a flush bid. What will happen is as vacancies on different pieces of equipment open, then the integrated seniority list takes over from there in terms of pilots from each former subsidiary bidding into those aircraft.

So that takes some degree of time, but that's already occurring and it will begin to occur in November. The -- in terms of the vote, the vote for the IAM will be concluded by the end of this month.

Just on the revenue improvements that you're going to strive for over the next, say, year or so, who takes ownership of that?

Helane, this is Jim. I take ownership of that.

And as I mentioned in my comments, disappointed in our results, but I am -- as soon as we understood the contributing factor, we took that swift action to adjust the forecast going forward. And I described the 2 recalibrations that -- one that we've already accomplished and the second one that -- coming in November, that will take the seasonality more into this year and have recent trends drive the forecast, versus relying on past-year experience.

Okay, okay. And then just can you say -- you said, I think, 1 or 1.5 points due to last year.

Did you say whether it was due to Sandy? I mean, due to the shutdown, right?

1.5 points in unit revenue or something? Could you say what the impact on unit revenue in the quarter is going to be as a result of the hurricane?

Because I think you're probably impacted more than some of your peer group.

Helane, so in terms -- just for clarification, the 1.5 points was due to the government shutdown, that affects the October results that I guided to. Hurricane Sandy was approximately 1 point of RASM impact in terms of the hurricane.

So you guys talked about the suboptimal demand and the yield curve and fleets, but what I didn't really hear, other than the 747 example at SFO, was how do we know if you guys have the right capacity in the right markets? Should we expect to see material shifts in your capacity between hubs?

And can you firmly say that all of the hubs that you operate as hubs right now deserve to be hubs?

Hunter, this is Jeff, let me take that question. Every hub has to earn its right to be a hub every day.

And that's all I will comment on that.

Okay. So as you talk about closing the margin gap to the industry, can you help me -- I know you gave us some color in terms of CASM inflating at a rate less than inflation.

I'm assuming that's about 2%. But can you help me understand how much, on a scale -- on a percentage basis to 100, how much of the margin gap closure next year is going to come from revenue and how much is going to come from costs?

Hunter, this is John, I'll take that. I think there is an equal opportunity for both.

In addition to the aggressive efforts that Jim is leading up on the revenue side, we've got a significant opportunity on the cost side, and we're going to be rolling out at our Investor Day next month a lot more specificity with respect to what those efforts are. But we talked about, all year long, that we can be much more efficient than what we're doing.

And I'll give you an example. We're beginning some efforts to implement lean initiatives in many of the operational aspects of our business.

And right now, we're piloting a program in Newark, where we're looking at the ticket counter, as well as the bag areas, in terms of how we can run what is a lean operation. And that's something that you can't do across the board all at once.

We'll do this in certain areas, learn from our mistakes and what we can improve upon, and then roll it out to other areas. But this is an example of something that we can do to be much more efficient with respect to our cost structure.

Maybe one for Jim. I just want to get sort of some added color on some of the demand forecasting commentary.

I mean, obviously, we've -- Delta had sort of similar problems in the sense that they -- earlier in the year, I think they were holding out for too much inventory and it didn't happen, and they kind of solved that problem and unwound it in a couple of months and it didn't really have this kind of long-lasting or dramatic impact. So I'm -- what I'm not hearing is sort of some structural issues.

I mean, it sounds like a lot of tactics to fix these revenue problems. But if I look at a market like Newark, is it just revenue management that kind of explains some of the lagging in, say, Newark RASM?

Or are there some structural initiatives that we should be thinking about that roll out into next year that start to address some of these issues in some of these hotspots?

Hey, David, this is Jim. Now here's how I would think about it or how I think about it.

If you took our September PRASM, we underperformed the industry by about 4.5 points. And we also said in our traffic release in September, the results reduced by more than 1 point as we adjusted our estimated yields on certain interline tickets from prior periods.

So the remaining gap that -- as it relates to September, was due to the competitive capacity between the U.S. and China and from competitive capacity in the U.S.

domestic, particularly in transcon, to your point on Newark, as we've seen the capacity growth, particularly in the LAX-to-Newark and San Francisco-Newark, with the increasing capacity brought in by Virgin America and the lower fares and our capacity to match the demand to that lower fares. So if we kind of -- if you step outside the interline yield adjustment, the early estimates are somewhat weighted between the China capacity and what I'm talking about, the domestic capacity and the forecast.

Okay. And the way I think about it, when we go -- so when we take a step back and go sort of prior to September, if we go back and look at some of your summer performance, is that more indicative of the kind of performance we should -- relative RASM performance, we should be seeing as we -- as you get past some of these -- some of the revenue management issues?

I mean, I guess, China sounds like it's going to linger for longer. I'm just -- I'm trying to sort of weigh sort of tactics versus sort of structural issues here.

Yes. I mean -- so we think there may have been modest impact to the summer, prior to -- with the revenue management impact that I'm talking about.

But we clearly saw it accelerating in September and made swift actions to adjust for that. We have a really strong network with really key hubs and we have a lot of opportunities to leverage the hubs going forward that we're not capturing today or in the past summer.

So what we're focused on here in United is correcting for the challenge we have due to the demand forecast that I talked about, and then continuing to build on the assets that we have, particularly in our key hubs. Examples of that are our recent announcement in San Francisco, for San Francisco to Chengdu, on the 787.

We're going to continue to work with our JV partners. If you remember, last year, working with our partner, ANA, we reduced our flying between Narita and Taipei.

And this spring, we'll start San Francisco to Taipei. The point being, we have all kinds of examples where we have a lot of opportunity to leverage the network that we have out there and build on our key hubs that we have.

So we're disappointed in our performance. We're quickly adjusting for it and we obviously think we're going to build on the steady state that we've seen this past summer.

Hey, David, I just want to add to Jim's comments, to his point. Yes, I think people tend to focus a lot on year-over-year results and, particularly, we've seen the -- a little bit of softness in the year-over-year results with -- as it relates to the Pacific.

But that continues to be a terrific part of our network. We love our footprint there.

And the example that Jim talked about, about expanding to Chengdu from San Francisco, is another way that we'll continue to benefit going forward there.

Jeff, I remember, a few years ago, you made headlines by not taking a salary or bonus until Continental made a profit, which, at the time, was really a big deal. As we look into 2014 and all the goals that we're hearing about today and, I guess, what we're likely to hear about at the Investor Day, what's on the line for you and the team?

And how can we have confidence that we're really turning a corner here and we're going to hit these targets?

Well, we have a lot of confidence, John, in what we're going to be able to deliver in 2014 and beyond. And I'm personally really excited about what we can do.

We have -- we, as the management team, obviously have a lot on the line because our incentives are performance-based. And those are important to us to hit those targets going forward.

And trust me, we've got plenty on the line, and my own stock ownership, I think, has demonstrated that, and my own stock purchases have demonstrated that. I'm a big believer in the future of this company.

Okay. And we've heard sort of some incremental kind of ideas for improvement today.

Of course, I can imagine that you wouldn't want to steal the thunder from the Investor Day, but when I think about other airlines that have had some hiccups in the past, Southwest, at a time, announced kind of like a $1 billion revenue program. Delta announced, at a time, a $1 billion cost structure improvement program.

It seems like $1 billion is the number everybody wants. Should we expect kind of a large program?

Is that the way that you guys kind of look at the challenges in front of you, that there is a very large gap here that really needs some structural change? Or is it going to be a combination of these kind of incremental opportunities?

Well, John, look, we have, clearly, some very good revenue opportunities ahead of us, and Jim's been talking about that. There is no question that our costs are too high.

And we have significant opportunities to run a quality operation with quality customer service and be far more efficient than we are today. And I'll have -- I'll ask John to talk about our sort of internal project on getting our costs more competitive.

John, you're exactly right. And I appreciate that when carriers throw out a lot of these big numbers, that there's a tendency for one to roll their eyes at it and they want to see it in the results.

And what we've elected to do is wait to disclose that until we can provide you an opportunity to give you some specificity and transparency into what those initiatives are, so that there's not that jaundiced view of what that number is. But you're right, it's a significant number, it's in the billion-dollar range, and we think that we have that kind of opportunity on the cost side going forward.

Jeff, one area of differentiation that I think may explain some of United's return metrics is your philosophy on aircraft, notably, your preference to pay up for the newest and the most fuel-efficient and to reap the operating benefits down the road. But given the availability of slightly used aircraft and also end-of-life options, it's not clear to me that your aircraft CapEx plan actually maximizes return on invested capital.

In fact, I don't think that it does. So I'm wondering, as you look around for ideas in addition to what we've heard today, is there any chance that you kind of might revise your thinking on fleet, your philosophy on fleet?

Let me take a piece of that and I'll turn it over to John. I think, Jamie, that, and John mentioned it, I think, in his script, we were going to retire the Airbus fleet that we have, which are 152 airplanes, and we determined that we could make an investment in slimline seats, in bigger bins, in Wi-Fi, streaming video on those airplanes, and make them not only a comfortable airplane for our customers and, actually, very, very -- a very good product, but also, because of the ability of the additional seats -- by adding additional seats through the slimline seats, which are very comfortable seats and good for the passenger, but really improve the operating economics.

And we made that determination. So we do, indeed, take a look to make sure that we're confident that our aircraft decisions are [indiscernible] maximizing.

But I'll turn any other comment over to John, if you want to say something.

Sure. Jamie, I would say that we are not necessarily philosophically opposed to buying older planes at all.

In fact, there have been cases in our past where -- you might remember the 757-200s that we acquired several years ago, where it makes sense. It's really done on a fleet-by-fleet basis.

If I look at like, for example, the used market for the 737-800 right now, that plane is still priced pretty high, and so we look at this individually. Jeff gave the example of the Airbus fleet, where it absolutely makes sense to keep that fleet longer and utilize it more and not replace it.

The opposite of that is a good -- an example would be the 757-200s on the United side that we're replacing with 900ERs. For each one of those planes that we replace, it's an addition of about $2 million to $2.5 million to the bottom line each year.

So it's not as if we've got, I think, a huge philosophical difference so much as we think that this, in many times, comes down to the actual aircraft that you're replacing. But it's important for us, and getting to the crux of your question, we want to have metered, disciplined capital replacement in a manner that allows us to eventually be able to return cash to shareholders and de-risk this business.

Okay, that's helpful. And for my second question, to Jim, on corporate share in New York.

New York has become significantly more concentrated over the last decade, especially on my side of the river. And the facilities at LaGuardia and JFK are no longer third-world in quality.

So from my perspective, both as an analyst and a passenger, this represents a structural change that's independent from any underperformance or pressures United might have been experiencing more recently. So as you think of your revenue forecast in 2014, are you modeling for share recapture here in New York?

And if so, doesn't that somewhat fly in the face of the fact that, at least east of the river now, I mean, things are better and we don't need to schlep to Newark in order to get a good product the way that, clearly, we had to back in 2005.

Hey, Jamie. Yes, I agree.

It's obviously more concentrated than in the past. The way we approach it is that we are really focused on the share that we have there and maintaining that share premium, which we've done a really terrific job of doing over the course of the last couple of years.

Do we think there's opportunity to grow it? Yes.

I always want to put it in context, that when we think about corporate share and where we're headed in the future, we also think about it in terms of quality, right? And so our corporate programs are actually running at the highest, what I would call, efficiency rate that we've seen since the merger.

In other words, when you would come up with a deal and you work with your partner and we talk about what a discount would be versus what the traffic they're going to give us, people are delivering on it. And the efficiency of those contracts are working.

When they're not win-win, we actually feel we have an advantage. We have the advantage of the only true connecting hub in New York, where, that if there's lower-yielding corporate traffic that really doesn't make sense for a corporation that's not going to manage its traffic very well, we have the opportunity to always balance the flow of traffic over Newark with, for instance, higher-yield flow from Europe into the U.S., as well as using our partnership with Lufthansa.

Because also in those corporate deals, what we also bring to the table that is really a JV, where we're able to work with our Lufthansa partner, Air Canada partner and so forth, and really bring in an overall deal to the corporation. So the point is, all of those aspects are really talking about quality.

And yet, when we look at the numbers, we have -- we see our share premium that we have. But we're always going to -- as we think about, going forward, how do we keep those to be a quality type of corporate deal.

A couple questions. One, on the labor front, could you tell us whether there's lots of issues left or just a few big, tough issues left to get this deal done?

Second question, on the revenue side. It seems like, every quarter, you have this decent-sized revenue adjustment and I don't really hear that from other carriers.

So why do you seem to have these changes in retroactive payments to partner airlines that others don't have? And finally, on the yield management side.

I would have thought that if you sold too many seats early, it would have had a bigger impact in the peak months when you -- the extra seats you had at the end, you could have gotten a better yield, than in September when you've got plenty of extra seats to sell. And so if you sell seats too early, it's much less of a risk, yet you seem to feel that you had a bigger impact in September from that.

Glenn, let me take the labor question and I'll ask Jim to answer the other 2. I'm not quite sure what you mean by big issues.

We have the pilots done, the IAM is out for vote right now, that's 28,000 folks, pilots are 12,000 folks. The 2 big groups we have are -- left are tech ops, our maintenance folks represented by the Teamsters, and our flight attendants represented by the AFA.

We're in negotiations with both of those workgroups. In any kind of negotiation, it's hard to know a specific time in which you're going to get a deal.

And that's just a matter of the negotiations and timing and all kinds of things. But we're -- I think we're making good progress.

I'm confident we'll reach deals, it's just very hard to know when. Now recognize that in both those cases, both of the sides from the former subsidiaries, the old Continental and the old United, they have contracts and they have new contracts, so that's not really the issue.

Glenn, this is John. With respect to the revenue adjustments, I'll hit that really quickly then turn it over to Jim.

This issue in the last quarter was really something that related to agreements that we have with -- interline agreements we have with other partners. And, a lot of times, there's a certain type of fare that they will sell which we don't have transparency into, and we have to make an estimate about what that yield is on that ticket.

And this was simply a case of our estimate was too high and we adjusted it after the fact. That said, we certainly appreciate and desire to have less volatility in some of those estimates and it's something we're striving for, going forward.

And Glenn, this is Jim. As it relates to the impact in the past versus what we're seeing now, we obviously saw the issue -- mix change for us very quickly as we moved into September.

From a revenue management perspective, you're always providing an input to the forecast. And what we have found is that the input to the forecast that was related to what we would've expected in the fourth quarter, basically, was erroneous.

And so we put that input into the system, and that erroneous input drove us selling inventory earlier than we otherwise needed to, based on what would've been the close-in bookings coming into the fall. So at this point, that's where we've seen the biggest impact, and it accelerated into September.

And that's the piece that we've reacted to and adjusted, based on the 2 recalibrations that I've talked about.

I'm just wondering, in your special charges in the latest quarter, you have $34 million due to recent potential adverse developments in certain legal matters. Could you just tell me a little bit more about what that is?

Yes, Susan. This is John Rainey.

That is something that is related to a litigation dispute that arose back during the bankruptcy time period with United, and it's an estimate about that.

Can you be a little bit more specific?

Unfortunately, I cannot on this matter, Susan.

You mentioned that you're working on doing faster turns and shorter taxi times and that kind of thing. Can you give more specifics on that?

I mean what kinds of things are you changing to achieve those goals?

Josh, let me give you -- this is Jeff. Let me give you an example.

Right now, when you have aircraft arrive at the gate, it's very important that the area be cleared, the aircraft be marshaled in promptly. You don't want to have things like something in the way or the jet bridge driver not there to meet the aircraft.

There's nothing more frustrating to -- well, there are things that can frustrate passengers in various ways, but nothing that frustrates me, personally, more than when the aircraft arrives and the jet bridge driver isn't there and the jet bridge doesn't meet the aircraft within our 120-second requirement, that's our internal requirement. Well, we're doing -- we're focusing much more heavily on that because every minute counts in on-time performance, and every minute counts in making sure that you're minimizing misconnects of passengers, that you're having good utilization of your assets, that you're satisfying your customers, that you're getting them to their destinations on time or their connections on time.

So we're focusing on lots of what you might view as small tactical elements. But when you put them together, that has -- they result in running a really good on-time operation, which results in not only far better customer satisfaction for your customers, but also decreases your costs.

Because you have just much lower costs in terms of re-accommodating passengers, overnight accommodation for passengers, all sorts of things that -- and more maintenance touch time for the airplanes, which means you have much more reliability and schedule reliability, as well. So these are all important things to do, we're keenly focused on them.

And you've seen the results in our on-time results. We have materially improved our on-time and our consistency of performance and consistency of reliability.

And you also see it in our materially increased customer satisfaction scores. We're doing just a terrific job improving customer service.

And you're going to see us continue to do that in the future.

I wanted to ask if you could provide any specifics on what the maintenance issues were, and the reliability issues, with the 747s?

Yes, I'll speak briefly to that. Look, the 747s were aircraft that were good solid, safe airplanes.

But the old United had under-invested in what I would call preventative maintenance. That is, looking at the data and determining what things were causing maintenance issues with the aircraft fleet repetitively.

And what we've been able to do is to take those aircraft and put them through a check cycle for preventative maintenance. It's fixing things before they break and predicting which things can break, which would cause an aircraft to be delayed.

And recognize, when a 747 has a maintenance issue, that's typically a pretty high-profile event because there are hundreds of passengers. Typically, those aircraft are flying very long distances and they can break in foreign destinations, so it's really important to have reliability.

So what we did with those airplanes is we concentrated them all in San Francisco, where we have terrific technicians and have really, really a solid maintenance base there. And that permitted us to not only put them through the preventative maintenance, but to have lots of technicians there to assist us, to have lots of parts there and to make sure we had good swap opportunities as well.

Now that clearly was not revenue-maximizing in the long term, but in the short term, it was important for us to return those aircraft to reliability. We've done that now and we have the confidence in those aircraft today to start flying them where they really want to fly, for example, out of Chicago, versus necessarily all concentrating in San Francisco.

We're also, Mary, investing in those aircraft. Those are aircraft -- in fact, we've got a prototype streaming-video aircraft up and running right now.

We're putting power throughout that aircraft and streaming video and global Wi-Fi. This is going to be a terrific product for our customers when we're done with it.

So we're excited about what we've been able to do with the 747. And it's really important for us, from a maintenance reliability and, certainly, from a customer-satisfaction perspective.

Okay. We're out of time now, so we'll conclude.

Thanks to all of you on the call for joining us today. Please call Media Relations if you have any further questions, and we look forward to talking to you next quarter.

Goodbye.