Issuer Free Writing Prospectus
Filed pursuant to Rule 433(d)
Registration No. 333-181014-01
Pricing Supplement
Dated March 24, 2014
United Airlines, Inc.
$949,459,000
2014-1 Pass Through Trust
Class A and Class B Pass Through Certificates, Series 2014-1
Pricing Supplement dated March 24, 2014 to the preliminary prospectus supplement dated March 24, 2014 relating to the Class A Certificates and Class B Certificates referred to below (as supplemented, the “Preliminary Prospectus Supplement”) of United Airlines, Inc. (“United”).
The information in this Pricing Supplement supplements the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information in the Preliminary Prospectus Supplement.
Unless otherwise indicated, terms used but not defined herein have the meanings assigned to such terms in the Preliminary Prospectus Supplement.
| Securities: |
Class A Pass Through Certificates, Series 2014-1 (“Class A Certificates”) | Class B Pass Through Certificates, Series 2014-1 (“Class B Certificates”) | ||
| Amount: |
$736,647,000 | $212,812,000 | ||
| CUSIP: |
90932P AA6 | 90932P AB4 | ||
| ISIN: |
US90932PAA66 | US90932PAB40 | ||
| Coupon: |
4.00% | 4.75% | ||
| Make-Whole Spread over Treasuries: |
0.25% | 0.50% | ||
| Available Amount under Liquidity Facility at April 11, 2015: | $44,198,820 | $15,162,855 | ||
| Initial Maximum Commitment Amount Under Liquidity Facility: | $44,526,219 | $15,275,173 | ||
| Public Offering Price: |
100% | 100% | ||
| Underwriting: |
||||
| Morgan Stanley & Co. LLC |
$116,636,000 | $33,696,000 | ||
| Credit Suisse Securities (USA) LLC |
$116,636,000 | $33,696,000 | ||
| Deutsche Bank Securities Inc. |
$116,636,000 | $33,695,000 | ||
| Citigroup Global Markets Inc. |
$116,636,000 | $33,695,000 | ||
| Barclays Capital Inc. |
$116,636,000 | $33,694,000 | ||
| Goldman, Sachs & Co. |
$116,636,000 | $33,694,000 | ||
| Credit Agricole Securities (USA) Inc. |
$36,831,000 | $10,642,000 | ||
| Concession to Selling Group Members: |
0.50% | 0.50% | ||
| Discount to Broker/Dealers: |
0.25% | 0.25% | ||
| Underwriting Commission: |
$9,494,590 | |||
| Settlement: |
April 7, 2014 (T+10) closing date, the tenth business day after the date hereof | |||
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Morgan Stanley toll-free at 1-866-718-1649 or Credit Suisse toll-free at 1-800-221-1037.