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Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2011	Apr. 15, 2011
Document and Entity Information
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q1
Entity Registrant Name	United Continental Holdings, Inc.
Trading Symbol	ual
Entity Central Index Key	0000100517
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		330,468,892

Statements of Consolidated Operations - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2011	Mar. 31, 2010
Operating revenue:
Mainline	$ 5,763	$ 2,869
Regional	1,424	788
Total passenger revenue	7,187	3,657
Cargo	283	157
Other operating revenue	732	427
Total revenues	8,202	4,241
Operating expenses:
Aircraft fuel	2,672	1,207
Salaries and related costs	1,806	990
Regional capacity purchase	573	388
Landing fees and other rent	473	257
Aircraft maintenance materials and outside repairs	439	222
Depreciation and amortization	388	221
Distribution expenses	350	172
Aircraft rent	253	81
Special charges	77	18
Other operating expenses	1,137	609
Total operating expenses	8,168	4,165
Operating income	34	76
Nonoperating income (expense):
Interest expense	(254)	(185)
Interest income	4	1
Interest capitalized	6	2
Miscellaneous, net	(1)	24
Total other income (expense)	(245)	(158)
Loss before income taxes and equity in earnings of affiliates	(211)	(82)
Income taxes	2	1
Loss before equity in earnings of affiliates	(213)	(83)
Equity in earnings of affiliates, net of tax		1
Net loss	$ (213)	$ (82)
Loss per share, basic and diluted	$ (0.65)	$ (0.49)

Consolidated Balance Sheets - USD ($) $ in Millions	3 Months Ended	12 Months Ended
Consolidated Balance Sheets - USD ($) $ in Millions	Mar. 31, 2011	Dec. 31, 2010
Current assets:
Cash and cash equivalents	$ 8,165	$ 8,069
Short-term investments	722	611
Total unrestricted cash, cash equivalents and short-term investments	8,887	8,680
Restricted cash	71	37
Receivables, less allowance for doubtful accounts (2011 - $6; 2010 - $6)	2,357	1,613
Aircraft fuel, spare parts and supplies, less obsolescence allowance (2011 - $69; 2010 - $64)	619	466
Deferred income taxes	554	591
Prepaid expenses and other	660	658
Total current assets	13,148	12,045
Operating property and equipment: Owned -
Flight equipment	15,552	15,181
Other property and equipment	2,921	2,890
Operating property and equipment - owned, gross	18,473	18,071
Less - accumulated depreciation and amortization	(3,131)	(2,858)
Operating property and equipment - owned, net	15,342	15,213
Purchase deposits for flight equipment	269	230
Operating property and equipment: Capital leases -
Flight equipment	1,635	1,741
Other property and equipment	48	217
Operating property and equipment - capital leases, gross	1,683	1,958
Less - accumulated amortization	(462)	(456)
Operating property and equipment - capital leases, net	1,221	1,502
Total property, plant, and equipment, net	16,832	16,945
Other assets:
Goodwill	4,523	4,523
Intangibles, less accumulated amortization (2011 - $547; 2010 - $504)	4,866	4,917
Restricted cash, cash equivalents and investments	354	350
Investments	98	103
Other, net	731	715
Other assets total	10,572	10,608
Total assets	40,552	39,598
Current liabilities:
Advance ticket sales	4,324	2,998
Frequent flyer deferred revenue	2,565	2,582
Current maturities of long-term debt	2,319	2,411
Accounts payable	1,897	1,805
Accrued salaries and benefits	1,208	1,470
Current maturities of capital leases	148	252
Other	1,413	1,127
Total current liabilities	13,874	12,645
Long-term debt	11,115	11,434
Long-term obligations under capital leases	1,002	1,036
Other liabilities and deferred credits:
Frequent flyer deferred revenue	3,523	3,491
Postretirement benefit liability	2,366	2,344
Pension liability	1,465	1,473
Advanced purchase of miles	1,131	1,159
Deferred income taxes	1,549	1,585
Other	2,615	2,704
Total non-current liabilities	$ 12,649	$ 12,756
Commitments and contingencies
Stockholders' equity:
Preferred stock
Common stock at par, $0.01 par value; authorized 1,000,000,000 shares; outstanding 329,887,195 and 327,922,565 shares at March 31, 2011 and December 31, 2010, respectively	3	3
Additional capital invested	7,100	7,071
Retained deficit	(5,916)	(5,703)
Stock held in treasury, at cost	(31)	(31)
Accumulated other comprehensive income	756	387
Total stockholders' equity (deficit)	1,912	1,727
Total liabilities and stockholders' equity (deficit)	$ 40,552	$ 39,598

Condensed Statements of Consolidated Cash Flows - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2011	Mar. 31, 2010
Cash Flows from Operating Activities:
Net loss	$ (213)	$ (82)
Adjustments to reconcile net loss to net cash provided (used) by operating activities -
Increase in advance ticket sales	1,326	511
Depreciation and amortization	388	221
Special charges, non-cash portion	4	18
Increase in receivables	(379)	(226)
Net change in fuel hedge cash collateral	178	7
Increase (decrease) in accrued wages and liabilities	(235)	40
Other, net	(64)	(7)
Net cash provided by operating activities	1,005	482
Cash Flows from Investing Activities:
Capital expenditures	(205)	(51)
Aircraft purchase deposits paid, net	(38)	(42)
(Increase) decrease in restricted cash	(9)	10
Proceeds from sale of property and equipment	39	4
Purchases of short-term investments, net	(109)
Other, net	2	3
Net cash used in investing activities	(320)	(76)
Cash Flows from Financing Activities:
Proceeds from issuance of long-term debt	32	1,309
Payments of long-term debt	(528)	(1,204)
Principal payments under capital leases	(125)	(27)
Other, net	32	(10)
Net cash provided by (used in) financing activities	(589)	68
Increase in cash and cash equivalents during the period	96	474
Cash and cash equivalents at beginning of the period	8,069	3,042
Cash and cash equivalents at end of the period	8,165	$ 3,516
Investing and Financing Activities Not Affecting Cash:
Property and equipment acquired through the issuance of debt	$ 64

Share-Based Compensation and Employee Benefit Plans

3 Months Ended

Mar. 31, 2011

Share-Based Compensation and Employee Benefit Plans

Share-Based Compensation and Employee Benefit Plans

NOTE 4 — SHARE-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS

Share-Based Compensation. In February 2011, UAL granted share-based compensation awards pursuant to the United Continental Holdings, Inc. 2008 Incentive Compensation Plan. These share-based compensation awards include approximately 0.5 million shares of restricted stock that vest pro-rata over three years on the anniversary of the grant date. These awards also include approximately 3.0 million performance-based restricted stock units ("RSUs") (equivalent to approximately 1.9 million RSUs at the target performance level), consisting of approximately 1.2 million RSUs that vest based on UAL's return on invested capital for the period beginning January 1, 2011 and ending December 31, 2013 and 1.8 million RSUs that vest based on the achievement of merger-related goals. Vesting of a portion of the merger incentive RSUs is based on the achievement of certain merger-related milestones and vesting of the remainder of the merger incentive RSUs is based on the achievement of revenue and cost synergies over a three-year performance period ending December 31, 2013. The RSUs will be settled in cash. If the specified performance conditions are achieved, cash payments will be made shortly after the end of the performance period or achievement of the specified merger milestone, as applicable, based on the fair market value of UAL common stock. The Company accounts for the performance-based RSUs as liability awards. UAL had unrecognized share-based compensation of $73 million and $43 million as of March 31, 2011 and December 31, 2010, respectively. UAL's share-based compensation was $13 million in both the first quarter of 2011 and 2010.

Defined Benefit Pension and Other Postretirement Benefit Plans. The Company's net periodic benefit cost includes the following components (in millions):


	Pension Benefits						Other Postretirement Benefits
	Three Months Ended March 31,						Three Months Ended March 31,
	2011			2010			2011			2010
UAL
Service cost	$	21		$	1		$	12		$	8
Interest cost		44			2			31			29
Expected return on plan assets		(34	)		(2	)		(1	)		(1	)
Amortization of unrecognized gain and prior service cost		(5	)		—			—			(3	)

Net periodic benefit costs	$	26		$	1		$	42		$	33


United
Service cost	$	1		$	1		$	9		$	8
Interest cost		2			2			28			29
Expected return on plan assets		(2	)		(2	)		(1	)		(1	)
Amortization of unrecognized gain and prior service cost		—			—			—			(3	)

Net periodic benefit costs	$	1		$	1		$	36		$	33


Continental (a)
Service cost	$	20		$	16		$	3		$	3
Interest cost		42			40			3			3
Expected return on plan assets		(32	)		(28	)		—			—
Amortization of unrecognized (gain) loss and prior service cost		(5	)		25			—			4

Net periodic benefit costs	$	25		$	53		$	6		$	10

(a)	For Continental, the 2011 period represents Successor and the 2010 period represents Predecessor.

During the first quarter of 2011, Continental contributed $38 million to its tax-qualified defined benefit pension plans. Continental contributed an additional $33 million to its tax-qualified defined benefit pension plans in April 2011.

Financial Instruments and Fair Value Measurements

3 Months Ended

Mar. 31, 2011

Financial Instruments and Fair Value Measurements

Financial Instruments and Fair Value Measurements

NOTE 5 — FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

The table below presents disclosures about the financial assets and financial liabilities measured at fair value on a recurring basis in the Company's financial statements as of March 31, 2011 and December 31, 2010 (in millions):


	March 31, 2011											December 31, 2010
	Total			Level 1		Level 2			Level 3			Total			Level 1		Level 2			Level 3
	UAL
Cash and cash equivalents	$	8,165		$	8,165	$	—		$	—		$	8,069		$	8,069	$	—		$	—
Short-term investments:
Auction rate securities		120			—		—			120			119			—		—			119
CDARS		138			138		—			—			45			45		—			—
Asset-backed securities		282			282		—			—			258			258		—			—
Corporate debt		135			135		—			—			135			135		—			—
U.S. government and agency notes		27			27		—			—			39			39		—			—
Other fixed income securities		20			20		—			—			15			15		—			—
EETC		63			—		—			63			66			—		—			66
Current fuel derivative instruments asset		695			—		695			—			375			—		375			—
Foreign currency derivatives		(3	)		—		(3	)		—			(7	)		—		(7	)		—
Restricted cash (a)		159			159		—			—			160			160		—			—

	United
Cash and cash equivalents	$	4,806		$	4,806	$	—		$	—		$	4,665		$	4,665	$	—		$	—
EETC		63			—		—			63			66			—		—			66
Current fuel derivative instruments asset		482			—		482			—			277			—		277			—

	Continental Successor
Cash and cash equivalents	$	3,353		$	3,353	$	—		$	—		$	3,398		$	3,398	$	—		$	—
Short-term investments:
Auction rate securities		120			—		—			120			119			—		—			119
CDARS		138			138		—			—			45			45		—			—
Asset-backed securities		282			282		—			—			258			258		—			—
Corporate debt		135			135		—			—			135			135		—			—
U.S. government and agency notes		27			27		—			—			39			39		—			—
Other fixed income securities		20			20		—			—			15			15		—			—
Current fuel derivative instruments asset		213			—		213			—			98			—		98			—
Foreign currency derivatives		(3	)		—		(3	)		—			(7	)		—		(7	)		—
Restricted cash		159			159		—			—			160			160		—			—
Convertible debt derivative asset		262			—		—			262			286			—		—			286
Convertible debt option liability		(152	)		—		—			(152	)		(164	)		—		—			(164	)

(a)	United's restricted cash is recorded at cost.

The tables below present disclosures about the activity for "Level Three" financial assets and financial liabilities for the three months ended March 31 (in millions):


	2011					2010
	Auction Rate Securities		EETC			EETC
UAL (a)
Balance at January 1	$	119	$	66		$	51
Settlements		—		(2	)		(2	)
Reported in other comprehensive income (loss)		1		(1	)		9

Balance at March 31	$	120	$	63		$	58

(a)	For 2010, amounts also represent United. For 2011, United's only Level Three recurring measurements are the above EETCs.


	Continental Successor — 2011								Continental Predecessor — 2010
	Auction Rate Securities		Convertible Debt Supplemental Derivative Asset (a)			Convertible Debt Conversion Option Liability (a)			Auction Rate Securities			Auction Rate Securities Put Right
Balance at January 1	$	119	$	286		$	(164	)	$	201		$	20
Sales		—		—			—			(42	)		—
Gains (losses):
Reported in earnings:
Realized		—		—			—			6			(5	)
Unrealized		—		(24	)		12			—			1
Reported in other comprehensive income (loss)		1		—			—			(1	)		—

Balance at March 31	$	120	$	262		$	(152	)	$	164		$	16

(a)

These derivatives are not designated as hedges. The Convertible Debt Supplemental Derivative Asset is classified in "Other Asset — Other, net", and the Convertible Debt Conversion Option Liability is classified in "Other liabilities and deferred credits — Other" in Continental's consolidated balance sheets. The earnings impact is classified in "Nonoperating income (expense) — Miscellaneous, net" in Continental's statements of consolidated operations.

As of March 31, 2011, Continental's auction rate securities, which had a par value of $145 million and unrealized gains of $2 million, were variable-rate debt instruments with contractual maturities generally greater than ten years and with interest rates that reset every 7, 28 or 35 days, depending on the terms of the particular instrument. These securities are secured by pools of student loans guaranteed by state-designated guaranty agencies and reinsured by the U.S. government. All of the auction rate securities that Continental holds are senior obligations under the applicable indentures authorizing the issuance of the securities.

During the first three months of 2010, Continental Predecessor sold, at par, auction rate securities having a par value of $42 million. Certain of these auction rate securities were subject to a put right granted to Continental by an institution permitting Continental to sell to the institution certain auction rate securities at their full par value. Continental classified the auction rate securities underlying the put right as trading securities and elected the fair value option under applicable accounting standards for the put right, with changes in the fair value of the put right and the underlying auction rate securities recognized in earnings currently. Continental recognized gains on the sales using the specific identification method. The gains were substantially offset by the cancellation of the related put rights. The net gains are included in miscellaneous nonoperating income (expense) in the Continental Predecessor statement of consolidated operations and were not material.

As of March 31, 2011, United's enhanced equipment trust certificate ("EETC") securities, which were repurchased in open market transactions in 2007, have an amortized cost basis of $67 million and unrealized losses of $4 million. As of March 31, 2011, these securities have been in an unrealized loss position for a period of over twelve months. However, during the first quarter of 2011, United has not recognized an impairment loss in earnings related to these securities because it does not intend or expect to be required to sell the securities and expects to recover the entire amortized cost basis. All changes in the fair value of these investments have been classified within accumulated other comprehensive income.

The Continental Successor debt-related derivatives presented in the table above relate to (a) supplemental indenture agreements that provide that Continental's convertible debt, which was previously convertible into shares of Continental common stock, is convertible into shares of UAL common stock upon the terms and conditions specified in the indentures and (b) the embedded conversion options in Continental's convertible debt that are required to be separated and accounted for as though they are free-standing derivatives as a result of the Continental debt becoming convertible into the stock of a different reporting entity. These derivatives are reported in Continental's separate financial statements and eliminated in consolidation for UAL. See the Company's 2010 Annual Report for additional information.

The table below presents the carrying values and estimated fair values of financial instruments not presented in the tables above as of March 31, 2011 and December 31, 2010 (in millions):


	March 31, 2011				December 31, 2010
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
UAL debt	$	13,434	$	14,402	$	13,845	$	14,995
United debt		6,662		6,874		7,026		7,350
Continental Successor debt		6,355		6,535		6,401		6,663

Fair value of the financial instruments included in the tables above was determined as follows:


Description		Fair Value Methodology
Cash, Cash Equivalents, Investments and Restricted Cash		The carrying amounts approximate fair value because of the short-term maturity of these assets and liabilities. These assets have maturities of less than one year except for the EETCs, auction rate securities and corporate debt, which generally has maturities of less than two years.

		Fair value is based on either (a) the trading prices of the investment or similar instruments, or (b) an income approach, which uses valuation techniques to convert future amounts into a single present amount based on current market expectations about those future amounts when observable trading prices are not available.

Fuel Derivative Instruments		Derivative contracts are privately negotiated contracts and are not exchange traded. Fair value measurements are estimated with option pricing models that employ observable inputs. Inputs to the valuation models include contractual terms, market prices, yield curves, fuel price curves and measures of volatility, among others.

Foreign Currency Derivative Instruments		Fair value is determined with a formula utilizing observable inputs. Significant inputs to the valuation models include contractual terms, risk-free interest rates and forward exchange rates.

Debt		Fair values were based on either market prices or the discounted amount of future cash flows using our current incremental rate of borrowing for similar liabilities.

Convertible Debt Derivative Asset or Option Liability		The Company used a binomial lattice model to value the conversion options and the supplement derivative assets. Significant binomial model inputs that are not objectively determinable include volatility and discount rate.

Hedging Activities

3 Months Ended

Mar. 31, 2011

Hedging Activities

Hedging Activities

NOTE 6 — HEDGING ACTIVITIES

Aircraft Fuel Hedges. The Company has a risk management strategy to hedge a portion of its price risk related to projected aircraft fuel requirements. The Company periodically enters into derivative contracts to mitigate the adverse financial impact of potential increases in the price of fuel. The Company does not enter into derivative instruments for non-risk management purposes. Prior to April 1, 2010, United's fuel hedges were not accounted for as fair value or cash flow hedges under accounting principles related to hedge accounting. Effective April 1, 2010, United designated substantially all of its outstanding fuel derivative contracts, which settle in periods subsequent to June 30, 2010, as cash flow hedges under applicable accounting standards. In addition, substantially all new fuel derivative contracts entered into subsequent to April 1, 2010 were designated as cash flow hedges.

For fuel derivative instruments designated as cash flow hedges, the Company records the effective portion of periodic changes in fair value of the derivatives in accumulated other comprehensive income (loss) ("AOCI") until the underlying fuel is consumed and recorded in fuel expense. Hedge ineffectiveness results when the change in the fair value of the derivative instrument exceeds the change in the value of the Company's expected future cash outlay to purchase and consume fuel. To the extent that the periodic changes in the fair value of the derivatives are not effective, that ineffectiveness is recorded to Nonoperating income (expense) — Miscellaneous, net in the statements of consolidated operations.

The Company records each derivative instrument as a derivative asset or liability (on a gross basis) in its consolidated balance sheets and, accordingly, records any related collateral on a gross basis. As of March 31, 2011 and December 31, 2010, all of the Company's fuel derivatives were designated as cash flow hedges.

As of March 31, 2011, our projected fuel requirements for the remainder of 2011 were hedged as follows:


	Maximum Price					Minimum Price
	% of Expected Consumption			Weighted Average Price (per gallon)		% of Expected Consumption			Weighted Average Price (per gallon)
UAL
Heating oil swaps		6	%	$	2.21		6	%	$	2.21
Heating oil call options		6			2.22		N/A			N/A
Heating oil collars		7			3.34		7			2.57
West Texas Intermediate ("WTI") crude oil swaps		14			2.14		14			2.14
WTI crude oil call options		10			2.30		N/A			N/A
WTI crude oil collars		1			2.25		1			1.55

Total		44	%				28	%


United
Heating oil swaps		10	%	$	2.21		10	%	$	2.21
Heating oil call options		10			2.22		N/A			N/A
Heating oil collars		6			3.35		6			2.58
WTI crude oil swaps		10			2.19		10			2.19
WTI crude oil call options		7			2.32		N/A			N/A

Total		43	%				26	%


Continental
Heating oil collars		9	%	$	3.34		9	%	$	2.57
WTI crude oil swaps		19			2.11		19			2.11
WTI crude oil call options		13			2.28		N/A			N/A
WTI crude oil collars		3			2.25		3			1.55

Total		44	%				31	%

As of March 31, 2011, UAL, United and Continental had hedged 6%, 6% and 5%, respectively, of projected first quarter 2012 fuel consumption.

The following tables present information about the financial statement classification of the Company's derivative assets and related gains (in millions):


Derivatives designated as hedges			March 31, 2011						December 31, 2010
	Balance Sheet Location		UAL		United		Continental Successor		UAL		United		Continental Successor

Assets:
Fuel contracts due within one year		Receivables	$	695	$	482	$	213	$	375	$	277	$	98


Fuel contracts	Amount of Gain Recognized in AOCI on Derivatives (Effective portion)				Gain Reclassified from AOCI into Income (Fuel Expense) (Effective Portion)				Amount of Gain Recognized in Income (Nonoperating Expense) (Ineffective Portion)
	Three Months Ended March 31,				Three Months Ended March 31,				Three Months Ended March 31,
	2011		2010		2011		2010		2011		2010
UAL	$	524	$	—	$	154	$	—	$	3	$	—
United		385		—		125		—		2		—
Continental (a)		139		16		29		4		1		—

(a)	For Continental, the 2011 period represents Successor and the 2010 period represents Predecessor.

Derivative Credit Risk and Fair Value

The Company is exposed to credit losses in the event of nonperformance by counterparties to its derivative instruments. While the Company records derivative instruments on a gross basis, the Company monitors its net derivative position with each counterparty to monitor credit risk. Based on the fair value of our fuel derivative instruments, our counterparties may require us to post collateral when the price of the underlying commodity decreases, and we may require our counterparties to provide us with collateral when the price of the underlying commodity increases. As of March 31, 2011, United and Continental had net derivative assets of $482 million and $213 million, respectively, with certain of their fuel derivative counterparties. As of March 31, 2011, the Company was not required to post cash collateral with any of its fuel derivative counterparties. As of March 31, 2011, United held cash collateral of $270 million. The obligation to return the cash collateral is classified as an other current liability in United's consolidated balance sheet. If all of the Company's counterparties failed to perform, based on the value of the fuel derivatives and collateral held at March 31, 2011, UAL's, United's and Continental's potential credit-risk loss would be $425 million, $212 million and $213 million, respectively.

Commitments and Contingencies

3 Months Ended

Mar. 31, 2011

Commitments and Contingencies

Commitments and Contingencies

NOTE 8 — COMMITMENTS AND CONTINGENCIES

General Guarantees and Indemnifications. In the normal course of business, the Company enters into numerous real estate leasing and aircraft financing arrangements that have various guarantees included in the contracts. These guarantees are primarily in the form of indemnities under which the Company typically indemnifies the lessors and any tax/financing parties against tort liabilities that arise out of the use, occupancy, operation or maintenance of the leased premises or financed aircraft. Currently, the Company believes that any future payments required under these guarantees or indemnities would be immaterial, as most tort liabilities and related indemnities are covered by insurance (subject to deductibles). Additionally, certain leased premises such as fueling stations or storage facilities include indemnities of such parties for any environmental liability that may arise out of or relate to the use of the leased premises.

Legal and Environmental Contingencies. The Company has certain contingencies resulting from litigation and claims incident to the ordinary course of business. Management believes, after considering a number of factors, including (but not limited to) the information currently available, the views of legal counsel, the nature of contingencies to which the Company is subject and prior experience, that the ultimate disposition of these contingencies will not materially affect the Company's consolidated financial position or results of operations.

The Company records liabilities for legal and environmental claims when a loss is probable and reasonably estimable. These amounts are recorded based on the Company's assessments of the likelihood of their eventual disposition. The amounts of these liabilities could increase or decrease in the near term, based on revisions to estimates relating to the various claims.

The Company believes that it will have no financial exposure for claims arising out of the events of September 11, 2001 in light of the provisions of the Air Transportation Safety and System Stabilization Act of 2001 limiting claimants' recoveries to insurance proceeds, the resolution of the majority of the wrongful death and personal injury cases by settlement and the withdrawal of all related proofs of claim from UAL Corporation's Chapter 11 bankruptcy protection.

Contingent Senior Unsecured Notes. UAL would be obligated under an indenture to issue to the Pension Benefit Guaranty Corporation ("PBGC") up to $500 million aggregate principal amount of 8% Contingent Senior Notes (the "8% Notes") if certain financial triggering events occur. The 8% Notes would be issued to the PBGC in up to eight equal tranches of $62.5 million (with each tranche issued no later than 45 days following the end of any applicable fiscal year). A triggering event occurs when UAL's EBITDAR (as defined in the PBGC indenture) exceeds $3.5 billion over the prior twelve months ending June 30 or December 31 of any applicable fiscal year. The twelve month measurement periods will end with the fiscal year ending December 31, 2017. In certain circumstances, UAL common stock may be issued in lieu of issuance of the 8% Notes. As of March 31, 2011, a triggering event has not yet occurred under this indenture. Given that a triggering event has not occurred, UAL has not recorded a liability in its consolidated balance sheet for this matter. If a triggering event was to occur as of June 30, 2011, UAL would be obligated to issue $62.5 million of the 8% Notes by February 2012 and would record such obligation in the second quarter of 2011.

Other Contingencies. United is a party to a multi-year technology services agreement and has engaged in discussions with the counterparty to amend or restructure certain performance obligations. In the event that these discussions are not successful, the counterparty may assert claims for damages. The ultimate outcome of these discussions and the exact amount of the damages and costs, if any, to the Company cannot be predicted with certainty at this time.

Commitments. The table below summarizes the Company's commitments as of March 31, 2011, which primarily relate to the acquisition of aircraft and related spare engines, aircraft improvements and include other commitments primarily to acquire information technology services and assets (in millions).


	UAL		United		Continental Successor
2011	$	333	$	207	$	126
2012		1,389		118		1,271
2013		849		67		782
2014		982		90		892
2015		1,642		372		1,270
After 2015		7,495		6,834		661

	$	12,690	$	7,688	$	5,002

United Aircraft Commitments. As of March 31, 2011, United had firm commitments to purchase 25 Boeing 787 aircraft and 25 Airbus A350XWB aircraft for delivery from 2016 through 2019. United also has purchase options for 42 Airbus A319 and A320 aircraft and purchase rights for 50 Boeing 787 aircraft and 50 Airbus A350XWB aircraft.

United has secured considerable backstop financing commitments from its aircraft and engine manufacturers, subject to certain customary conditions. However, there is no guarantee that United will be able to obtain any or all of the backstop financing, or any other financing, for the aircraft and engines on acceptable terms when necessary or at all.

Continental Aircraft Commitments. As of March 31, 2011, Continental had firm commitments to purchase 84 new aircraft (59 Boeing 737 aircraft and 25 Boeing 787 aircraft) scheduled for delivery from April 2011 through 2016. Continental took delivery of two Boeing 737 aircraft in March 2011 and is currently scheduled to take delivery of two additional Boeing 737 aircraft in the remainder of 2011. Continental also has options to purchase 89 additional Boeing aircraft.

Continental does not have backstop financing or any other financing currently in place for most of the Boeing aircraft on order. Further financing will be necessary to satisfy Continental's capital commitments for its firm order aircraft and other related capital expenditures. Continental can provide no assurance that backstop financing or any other financing not already in place for aircraft deliveries will be available to Continental on acceptable terms when necessary or at all.

Credit Card Processing Agreements. United and Continental have agreements with financial institutions that process customer credit card transactions for the sale of air travel and other services. Under certain of United's and Continental's credit card processing agreements, the financial institutions either require, or under certain circumstances have the right to require, that United and Continental maintain a reserve equal to a portion of advance ticket sales that have been processed by that financial institution, but for which United and Continental have not yet provided the air transportation.

As of March 31, 2011, United and Continental provided a cash reserve of $25 million each, as required under their respective credit card processing agreements with JPMorgan Chase and its affiliates. Additional reserves may be required under these or other credit card processing agreements of United or Continental in certain circumstances, such as decreases in credit ratings, decreases in United's or Continental's unrestricted cash balance below amounts required by the processing agreements, or decreases in minimum ratios of unrestricted cash to current liabilities. In addition, in certain circumstances, an increase in the future reserve requirements as provided by the terms of one or more of United's and Continental's credit card processing agreements could materially reduce the Company's liquidity. See the Company's 2010 Annual Report for a detailed discussion of the obligations under the Company's credit card processing agreements.

Guarantees and Off-Balance Sheet Financing. In the Company's financing transactions that include loans, the Company typically agrees to reimburse lenders for any reduced returns with respect to the loans due to any change in capital requirements and, in the case of loans in which the interest rate is based on the London Interbank Offered Rate ("LIBOR"), for certain other increased costs that the lenders incur in carrying these loans as a result of any change in law, subject in most cases to certain mitigation obligations of the lenders. At March 31, 2011, UAL had $3.3 billion of floating rate debt (consisting of United's $2.3 billion and Continental's $1.0 billion of floating rate debt) and $453 million of fixed rate debt (consisting of United's $218 million and Continental's $235 million of fixed rate debt), with remaining terms of up to ten years, that is subject to these increased cost provisions. In several financing transactions involving loans or leases from non-U.S. entities, with remaining terms of up to ten years and an aggregate carrying value of $3.6 billion (consisting of United's $2.5 billion and Continental's $1.1 billion of carrying value), the Company bears the risk of any change in tax laws that would subject loan or lease payments thereunder to non-U.S. entities to withholding taxes, subject to customary exclusions.

United has guaranteed interest and principal payments on $270 million of the Denver International Airport bonds, which are due in 2032 unless United elects not to extend its equipment and ground lease, in which case the bonds are due in 2023. The bonds were issued in two tranches — approximately $170 million aggregate principal amount of 5.25% discount bonds and $100 million aggregate principal amount of 5.75% premium bonds. The related lease obligation is accounted for as an operating lease with the associated expense recorded on a straight-line basis resulting in ratable accrual of the final $270 million lease obligation over the expected lease term through 2032.

Continental is contingently liable for US Airways' obligations under a lease agreement between US Airways and the Port Authority of New York and New Jersey related to the East End Terminal at LaGuardia Airport. These obligations include the payment of ground rentals to the Port Authority and the payment of other rentals in respect of the full amounts owed on special facilities revenue bonds issued by the Port Authority having an outstanding par amount of $95 million at March 31, 2011, and a final scheduled maturity in 2015. If US Airways defaults on these obligations, Continental would be obligated to cure the default and would have the right to occupy the terminal after US Airways' interest in the lease had been terminated.

Continental is the lessee of real property under long-term leases at a number of airports where it is also the guarantor of approximately $1.7 billion of underlying debt and interest thereon. These leases are typically with municipalities or other governmental entities, which are excluded from the consolidation requirements concerning variable interest entities. To the extent Continental's lease and related guarantee are with a separate legal entity other than a governmental entity, Continental is not the primary beneficiary because the lease terms are consistent with market terms at the inception of the lease and the lease does not include a residual value guarantee, fixed-price purchase option or similar feature. The leasing arrangements associated with approximately $1.5 billion of these obligations are accounted for as operating leases, and the leasing arrangements associated with approximately $190 million of these obligations are accounted for as capital leases.

Credit Facilities. United has a $255 million revolving loan commitment available under its Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement, dated as of February 2, 2007 (the "Amended Credit Facility"). United used $225 million and $253 million of the commitment capacity for letters of credit at March 31, 2011 and December 31, 2010, respectively. Through a separate arrangement, United has an additional $150 million available under an unused credit facility.

Labor Negotiations. As of March 31, 2011, UAL and its subsidiaries had approximately 84,000 active employees, of whom approximately 73% were represented by various U.S. labor organizations. United and Continental had approximately 82% and 63%, respectively, of their active employees represented by various U.S. labor organizations. United has been in negotiations for amended collective bargaining agreements with all of its unions since 2009. Consistent with commitments contained in its current labor contracts, United has filed for mediation assistance in conjunction with four of its six unions — the Air Line Pilots Association ("ALPA"), the Association of Flight Attendants — Communication Workers of America ("AFA"), the International Association of Machinists ("IAM") and the Aerospace Workers and the Professional Airline Flight Control Association. While the labor contract with the International Brotherhood of Teamsters ("IBT") also contemplates filing for mediation, the parties have agreed to continue in direct negotiations. The current contract with the International Federation of Professional and Technical Engineers does not stipulate filing for mediation.

After the Company's May 2010 merger announcement, ALPA opted to suspend negotiations at both United and Continental to focus on joint negotiations for a new collective bargaining agreement that would apply to the combined company. In July 2010, United and Continental reached agreement with ALPA on a Transition and Process Agreement that provides a framework for conducting pilot operations for the two employee groups until the parties reach agreement on a joint collective bargaining agreement and the carriers obtain a single operating certificate. In August 2010, United and Continental began joint negotiations with ALPA and those negotiations are presently ongoing. In December 2010, ALPA and the Company jointly applied to the National Mediation Board (the "NMB") for mediation assistance for the pilots and flight instructors.

In January 2011, Continental reached an agreement on a new labor contract with the union that represents its flight attendants. The agreement was ratified in February 2011. In March 2011, United reached a tentative agreement on a labor contract with the IBT which represents United's maintenance technicians and related employees. The agreement covers approximately 5,500 United maintenance technicians and related employees located throughout the United States.

Certain unions have filed applications seeking single carrier findings by the NMB for purposes of union representation. If the NMB determines that United and Continental are considered a single carrier, the NMB may order an election if there is a difference in union representation between the employee groups. Until the union representation issues are resolved, the incumbent unions will continue to represent those employee groups they currently represent. In December 2010, ALPA filed for a single carrier finding with the NMB although there is no dispute as to which union represents the pilot groups. In January 2011, the IAM filed two separate applications seeking single carrier findings by the NMB for fleet service and stores/stock clerk employees. Also in January 2011, the AFA filed a similar request with the NMB for United and Continental flight attendants. In April 2011, the NMB ruled that United and Continental are now operating as a single carrier for union representation of flight attendants, permitting the NMB to begin the union representation election process for that group. Additional rulings for single carrier status are pending for the three other employee groups. The Company anticipates that other applications will be filed by various unions covering other groups of employees.

The outcome of labor negotiations may materially impact the Company's future financial results. However, it is too early in the process to assess the timing or magnitude of the impact, if any.

Special Charges

3 Months Ended

Mar. 31, 2011

Special Charges

Special Charges

NOTE 10 — SPECIAL CHARGES

For the three months ended March 31, special charges consisted of the following (in millions):


2011	UAL			United		Continental Successor
Integration-related costs	$	79		$	74	$	5
Gain on aircraft sales		(2	)		—		(2	)

Total	$	77		$	74	$	3


2010	UAL			United		Continental Predecessor
Aircraft-related charges, net	$	17		$	17	$	6
Salary and severance related		—			—		4
Other		1			1		—

Total	$	18		$	18	$	10

Integration-related costs include costs to terminate certain service contracts that will not be used by the Company, costs to write-off system assets that are no longer used or planned to be used by the Company, and payments to third-party consultants to assist with integration planning and organization design. Integration-related costs also include salary and severance related costs primarily associated with administrative headcount reductions and compensation costs related to the integration.

During the first quarter of 2010, UAL and United recorded an asset impairment charge of $17 million which relates to a decrease in value of aircraft-related assets. During the first quarter of 2010, Continental recorded $6 million of aircraft-related charges related to grounded Boeing 737-300 aircraft, which is net of gains on the sale of two Boeing 737-500 aircraft.

Accrual Activity

Activity related to the accruals for severance and medical costs and future lease payments on permanently grounded aircraft is as follows (in millions):


2011 Activity	Severance/ Medical Costs			Permanently Grounded Aircraft
UAL
Balance at December 31, 2010	$	102		$	41
Increase (decrease) in accrual		(11	)		1
Payments		(10	)		(4	)

Balance at March 31, 2011	$	81		$	38


United
Balance at December 31, 2010	$	42		$	41
Increase (decrease) in accrual		8			1
Payments		(5	)		(4	)

Balance at March 31, 2011	$	45		$	38


Continental — Successor
Balance at December 31, 2010	$	60		$	—
Increase (decrease) in accrual		(19	)		—
Payments		(5	)		—

Balance at March 31, 2011	$	36		$	—

The severance-related accrual as of March 31, 2011, which primarily relates to the integration of United and Continental, is expected to be paid in 2011. Lease payments for grounded aircraft are expected to be paid through 2013.


2010 Activity	Severance/ Medical Costs			Permanently Grounded Aircraft
UAL
Balance at December 31, 2009	$	45		$	83
Increase (decrease) in accrual		(2	)		2
Payments		(14	)		(18	)

Balance at March 31, 2010	$	29		$	67


United
Balance at December 31, 2009	$	45		$	83
Increase (decrease) in accrual		(2	)		2
Payments		(14	)		(18	)

Balance at March 31, 2010	$	29		$	67


Continental — Predecessor
Balance at December 31, 2009	$	14		$	—
Increase (decrease) in accrual		4			—
Payments		(5	)		—

Balance at March 31, 2010	$	13		$	—

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Mar. 31, 2011	Dec. 31, 2010
Consolidated Balance Sheets
Receivables, allowance for doubtful accounts	$ 6	$ 6
Aircraft fuel, spare parts and supplies, obsolescence allowance	69	64
Intangibles, accumulated amortization	$ 547	$ 504
Common stock, par value	$ 0.01	$ 0.01
Common shares, authorized	1,000,000,000	1,000,000,000
Common shares, outstanding	329,887,195	327,922,565

New Accounting Pronouncements	3 Months Ended
New Accounting Pronouncements	Mar. 31, 2011
New Accounting Pronouncements
New Accounting Pronouncements	NOTE 1 — NEW ACCOUNTING PRONOUNCEMENTS *New Accounting Pronouncements.* The Company made changes in accounting for its loyalty programs as a result of the adoption of Accounting Standards Update 2009-13, "Multiple-Deliverable Revenue Arrangements — a consensus of the FASB Emerging Issues Task Force" ("ASU 2009-13"). See the Company's 2010 Annual Report for additional information related to the Company's accounting for its loyalty programs. Effective January 1, 2011, the Company began applying the provisions of ASU 2009-13, which resulted in a change to the Company's accounting for passenger ticket sales that include the issuance of mileage credits ("miles") that may be redeemed for free travel or other products or services at a future date. Under the Company's accounting policy prior to January 1, 2011, the Company estimated the weighted average fair value of miles that were issued in connection with the sale of air transportation. The fair value of the miles was deferred and the residual amount of ticket proceeds was recognized as revenue at the time the air transportation was provided. Effective January 1, 2011, the Company began applying the new guidance to determine the estimated selling price of the air transportation and miles as if each element were sold on a separate basis and allocate the total consideration to each of these elements on a pro rata basis. The estimated selling price of miles is computed using an estimated weighted average equivalent ticket value that is adjusted by a sales discount that considers a number of factors, including ultimate fulfillment expectations associated with miles sold in flight transactions to various customer groups. As a result of the prospective adoption, the new accounting policy was only applied to new sales of air transportation in 2011. Generally, as compared to the historical accounting policy, the new accounting policy decreases the value of miles that the Company records as deferred revenue and increases the passenger revenue recorded at the time air transportation is provided. Due to the average period from purchase of air transportation to the provision of air transportation, the new accounting policy was only applicable to a portion of the Company's multiple element ticket transactions recorded during the first quarter of 2011. The application of the new accounting method in the first quarter of 2011 increased UAL revenue by approximately $55 million ($0.17 per basic and diluted share), consisting of $38 million and $17 million for United and Continental, respectively, as compared to revenue that would have been recorded under the historical method of accounting. We estimate that application of the new accounting method in the remaining three quarters of 2011 will increase UAL's revenue as compared to revenue that would have been recorded under the historical method of accounting. The Company cannot reliably estimate the impact of ASU 2009-13 on its future revenue, because the impact depends on many factors, including the volume of air transportation sales with mileage credit components. In addition, United and Continental each have a significant contract to sell miles to their co-branded credit card partners. These contracts may be modified later in 2011 as a result of the merger. A modified contract would be subject to ASU 2009-13 in the period the contract modification is executed. We may record material adjustments to revenue in the period we modify the contract based on the provisions of ASU 2009-13, which requires us to adjust our deferred revenue balance as if we had been applying ASU 2009-13 since the contract initiation. We expect a contract modification would require us to decrease our deferred revenue balance. The amount of any impact cannot be readily determined until such contract modification is executed.

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2011
Income Taxes
Income Taxes	NOTE 3 — INCOME TAXES Our effective tax rates differ from the federal statutory rate of 35% primarily due to the following: changes in the valuation allowance, expenses that are not deductible for federal income tax purposes, and foreign and state income taxes. We are required to provide a valuation allowance for our deferred tax assets in excess of deferred tax liabilities because we have concluded that it is more likely than not that such deferred tax assets will ultimately not be realized. As a result, our pre-tax losses for the first quarter of 2011 and 2010 were not reduced by any tax benefit.

Debt	3 Months Ended
Debt	Mar. 31, 2011
Debt
Debt	NOTE 9 — DEBT Substantially all of our assets are pledged as collateral for our debt. These assets principally consist of aircraft and the related spare parts and engines, route authorities and, in the case of United, loyalty program intangible assets. As of March 31, 2011, UAL, United and Continental were in compliance with their respective debt covenants. In the first quarter of 2011, UAL repurchased all of its $150 million face value 5% Senior Convertible Notes due in 2021 with cash after substantially all of the notes were put to UAL by the noteholders.