Document and Entity Information	9 Months Ended
Document and Entity Information	Sep. 30, 2013	Oct. 15, 2013
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q3
Trading Symbol	UAL
Entity Registrant Name	United Continental Holdings, Inc.
Entity Central Index Key	0000100517
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		361,871,592
United Airlines, Inc.
Document Information [Line Items]
Entity Registrant Name	United Airlines, Inc.
Entity Central Index Key	0000319687
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		1,000

Statements of Consolidated Operations (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Operating revenue:
Passenger-Mainline	$ 7,025	$ 6,993	$ 19,792	$ 19,891
Passenger-Regional	1,893	1,781	5,353	5,159
Total passenger revenue	8,918	8,774	25,145	25,050
Cargo	199	246	662	775
Other operating revenue	1,111	889	3,143	2,625
Total revenue	10,228	9,909	28,950	28,450
Operating expense:
Aircraft fuel	3,262	3,406	9,380	10,043
Salaries and related costs	2,209	2,038	6,511	5,959
Regional capacity purchase	621	628	1,837	1,887
Landing fees and other rent	540	504	1,544	1,476
Aircraft maintenance materials and outside repairs	472	469	1,390	1,308
Depreciation and amortization	435	379	1,268	1,137
Distribution expenses	377	356	1,052	1,038
Aircraft rent	231	245	706	747
Special charges	211	514	355	884
Other operating expenses	1,362	1,170	3,893	3,467
Total operating expenses	9,720	9,709	27,936	27,946
Operating income	508	200	1,014	504
Nonoperating income (expense):
Interest expense	(195)	(202)	(590)	(631)
Interest capitalized	12	9	35	26
Interest income	5	4	16	16
Miscellaneous, net	52	4	(48)	(7)
Total other income (expense)	(126)	(185)	(587)	(596)
Income (loss) before income taxes	382	15	427	(92)
Income tax expense (benefit)	3	9	(4)	11
Net income (loss)	379	6	431	(103)
Earnings (loss) per share, basic	$ 1.06	$ 0.02	$ 1.25	$ (0.31)
Earnings (loss) per share, diluted	$ 0.98	$ 0.02	$ 1.15	$ (0.31)
United Airlines, Inc.
Operating revenue:
Passenger-Mainline	7,025	6,993	19,792	19,891
Passenger-Regional	1,893	1,781	5,353	5,159
Total passenger revenue	8,918	8,774	25,145	25,050
Cargo	199	246	662	775
Other operating revenue	1,113	893	3,149	2,632
Total revenue	10,230	9,913	28,956	28,457
Operating expense:
Aircraft fuel	3,262	3,406	9,380	10,043
Salaries and related costs	2,209	2,038	6,511	5,959
Regional capacity purchase	621	628	1,837	1,887
Landing fees and other rent	540	504	1,544	1,476
Aircraft maintenance materials and outside repairs	472	469	1,390	1,308
Depreciation and amortization	435	379	1,268	1,137
Distribution expenses	377	356	1,052	1,038
Aircraft rent	231	245	706	747
Special charges	211	514	355	884
Other operating expenses	1,362	1,170	3,892	3,465
Total operating expenses	9,720	9,709	27,935	27,944
Operating income	510	204	1,021	513
Nonoperating income (expense):
Interest expense	(195)	(204)	(586)	(637)
Interest capitalized	12	9	35	26
Interest income	5	4	16	16
Miscellaneous, net	50	(29)	18	6
Total other income (expense)	(128)	(220)	(517)	(589)
Income (loss) before income taxes	382	(16)	504	(76)
Income tax expense (benefit)	4	9	4	11
Net income (loss)	$ 378	$ (25)	$ 500	$ (87)

Statements of Consolidated Comprehensive Income (Loss) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Net income (loss)	$ 379	$ 6	$ 431	$ (103)
Other comprehensive income, net:
Net change related to fuel derivative financial instruments	30	171	20	71
Net change related to employee benefit plans	51	4	531	13
Net change related to investments and other	(5)	5	2	14
Comprehensive income (loss) adjustments, before tax	76	180	553	98
Total comprehensive income (loss), net	455	186	984	(5)
United Airlines, Inc.
Net income (loss)	378	(25)	500	(87)
Other comprehensive income, net:
Net change related to fuel derivative financial instruments	30	171	20	71
Net change related to employee benefit plans	51	4	531	13
Net change related to investments and other	(5)	6	3	15
Other			6
Comprehensive income (loss) adjustments, before tax	76	181	560	99
Total comprehensive income (loss), net	$ 454	$ 156	$ 1,060	$ 12

Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 3,935	$ 4,770
Short-term investments	1,801	1,773
Total unrestricted cash, cash equivalents and short-term investments	5,736	6,543
Restricted cash	46	65
Receivables, less allowance for doubtful accounts	1,693	1,338
Aircraft fuel, spare parts and supplies, less obsolescence allowance	646	695
Deferred income taxes	568	543
Prepaid expenses and other	700	865
Total current assets	9,389	10,049
Operating property and equipment: Owned-
Flight equipment	18,486	17,561
Other property and equipment	3,474	3,269
Operating property and equipment - owned, gross	21,960	20,830
Less - Accumulated depreciation and amortization	(5,846)	(5,006)
Operating property and equipment - owned, net	16,114	15,824
Purchase deposits for flight equipment	674	462
Capital leases-
Flight equipment	1,483	1,484
Other property and equipment	306	235
Operating property and equipment - capital leases, gross	1,789	1,719
Less - Accumulated amortization	(811)	(713)
Operating property and equipment - capital leases, net	978	1,006
Total property, plant, and equipment, net	17,766	17,292
Other assets:
Goodwill	4,523	4,523
Intangibles, less accumulated amortization	4,487	4,597
Restricted cash	366	382
Other, net	729	785
Other assets total	10,105	10,287
Total assets	37,260	37,628
Current liabilities:
Advance ticket sales	4,123	3,360
Frequent flyer deferred revenue	2,378	2,364
Accounts payable	2,126	2,312
Accrued salaries and benefits	1,844	1,763
Current maturities of long-term debt	957	1,812
Current maturities of capital leases	117	122
Other	1,059	1,085
Total current liabilities	12,604	12,818
Long-term debt	10,204	10,440
Long-term obligations under capital leases	781	792
Other liabilities and deferred credits:
Frequent flyer deferred revenue	2,556	2,756
Postretirement benefit liability	2,653	2,614
Pension liability	1,803	2,400
Advanced purchase of miles	1,388	1,537
Deferred income taxes	1,573	1,543
Lease fair value adjustment, net	672	881
Other	1,298	1,366
Total non-current liabilities	11,943	13,097
Commitments and contingencies
Stockholder's equity:
Preferred stock
Common stock	4	3
Additional capital invested	7,410	7,145
Accumulated deficit	(5,155)	(5,586)
Stock held in treasury, at cost	(38)	(35)
Accumulated other comprehensive loss	(493)	(1,046)
Total stockholders' equity	1,728	481
Total liabilities and stockholders' equity (deficit)	37,260	37,628
United Airlines, Inc.
Current assets:
Cash and cash equivalents	3,928	4,765
Short-term investments	1,801	1,773
Total unrestricted cash, cash equivalents and short-term investments	5,729	6,538
Restricted cash	46	65
Receivables from related parties	231	226
Receivables, less allowance for doubtful accounts	1,693	1,338
Aircraft fuel, spare parts and supplies, less obsolescence allowance	646	695
Deferred income taxes	578	546
Prepaid expenses and other	685	841
Total current assets	9,608	10,249
Operating property and equipment: Owned-
Flight equipment	18,486	17,561
Other property and equipment	3,474	3,269
Operating property and equipment - owned, gross	21,960	20,830
Less - Accumulated depreciation and amortization	(5,846)	(5,006)
Operating property and equipment - owned, net	16,114	15,824
Purchase deposits for flight equipment	674	462
Capital leases-
Flight equipment	1,483	1,484
Other property and equipment	306	235
Operating property and equipment - capital leases, gross	1,789	1,719
Less - Accumulated amortization	(811)	(713)
Operating property and equipment - capital leases, net	978	1,006
Total property, plant, and equipment, net	17,766	17,292
Other assets:
Goodwill	4,523	4,523
Intangibles, less accumulated amortization	4,487	4,597
Restricted cash	365	382
Other, net	1,104	1,052
Other assets total	10,479	10,554
Total assets	37,853	38,095
Current liabilities:
Advance ticket sales	4,123	3,360
Frequent flyer deferred revenue	2,378	2,364
Accounts payable	2,131	2,316
Accrued salaries and benefits	1,844	1,763
Current maturities of long-term debt	957	1,812
Current maturities of capital leases	117	122
Payables to related parties	42	75
Other	1,120	1,140
Total current liabilities	12,712	12,952
Long-term debt	10,051	10,038
Long-term obligations under capital leases	781	792
Other liabilities and deferred credits:
Frequent flyer deferred revenue	2,556	2,756
Postretirement benefit liability	2,653	2,614
Pension liability	1,803	2,400
Advanced purchase of miles	1,388	1,537
Deferred income taxes	1,508	1,470
Lease fair value adjustment, net	672	881
Other	1,483	1,494
Total non-current liabilities	12,063	13,152
Commitments and contingencies
Stockholder's equity:
Additional capital invested	7,636	7,611
Accumulated deficit	(4,897)	(5,397)
Accumulated other comprehensive loss	(493)	(1,053)
Total stockholders' equity	2,246	1,161
Total liabilities and stockholders' equity (deficit)	$ 37,853	$ 38,095

Consolidated Balance Sheets (Parenthetical) (USD $) In Millions, except Share data, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Receivables, allowance for doubtful accounts	$ 16	$ 13
Aircraft fuel, spare parts and supplies, obsolescence allowance	157	125
Intangibles, accumulated amortization	900	792
Common stock, par value	$ 0.01	$ 0.01
Common shares, authorized	1,000,000,000	1,000,000,000
Common shares, outstanding	361,871,040	332,472,779
United Airlines, Inc.
Receivables, allowance for doubtful accounts	16	13
Aircraft fuel, spare parts and supplies, obsolescence allowance	157	125
Intangibles, accumulated amortization	$ 900	$ 792
Common stock, par value	$ 0.01	$ 0.01
Common shares, authorized	1,000	1,000
Common shares, issued	1,000	1,000
Common shares, outstanding	1,000	1,000

Condensed Statements of Consolidated Cash Flows (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Cash Flows from Operating Activities:
Net cash provided by operating activities	$ 1,778	$ 845
Cash Flows from Investing Activities:
Capital expenditures and aircraft purchase deposits paid	(1,399)	(1,027)
Proceeds from sale of property and equipment	65	146
Decrease in restricted cash, net	35	98
Increase in short-term and other investments, net	(22)	(22)
Other, net	22
Net cash used in investing activities	(1,299)	(805)
Cash Flows from Financing Activities:
Payments of long-term debt	(1,965)	(1,158)
Proceeds from issuance of long-term debt	819	86
Principal payments under capital leases	(98)	(89)
Other, net	(70)	4
Net cash used in financing activities	(1,314)	(1,157)
Net decrease in cash and cash equivalents	(835)	(1,117)
Cash and cash equivalents at beginning of the period	4,770	6,246
Cash and cash equivalents at end of the period	3,935	5,129
Investing and Financing Activities Not Affecting Cash:
Exchanges of certain 6% convertible senior notes for common stock (Note 3)	240
Net property and equipment acquired through the issuance of debt	239	526
Special facility and airport construction financing	35	132
8% Contingent Senior Unsecured Notes, net of discount		48
United Airlines, Inc.
Cash Flows from Operating Activities:
Net cash provided by operating activities	1,774	844
Cash Flows from Investing Activities:
Capital expenditures and aircraft purchase deposits paid	(1,399)	(1,027)
Proceeds from sale of property and equipment	65	146
Decrease in restricted cash, net	36	98
Increase in short-term and other investments, net	(22)	(22)
Other, net	20
Net cash used in investing activities	(1,300)	(805)
Cash Flows from Financing Activities:
Payments of long-term debt	(1,965)	(1,158)
Proceeds from issuance of long-term debt	819	86
Principal payments under capital leases	(98)	(89)
Other, net	(67)	6
Net cash used in financing activities	(1,311)	(1,155)
Net decrease in cash and cash equivalents	(837)	(1,116)
Cash and cash equivalents at beginning of the period	4,765	6,240
Cash and cash equivalents at end of the period	3,928	5,124
Investing and Financing Activities Not Affecting Cash:
Net property and equipment acquired through the issuance of debt	239	526
Special facility and airport construction financing	35	132
8% Contingent Senior Unsecured Notes, net of discount		$ 48

FREQUENT FLYER ACCOUNTING

9 Months Ended

Sep. 30, 2013

FREQUENT FLYER ACCOUNTING

NOTE 1—FREQUENT FLYER ACCOUNTING

Frequent Flyer Awards. The Company revised the estimated selling price of miles as a prospective change in estimate, effective January 1, 2012, based on the price at which the Company sells miles to Star Alliance partners in its reciprocal frequent flyer agreements as the best estimate of the selling price for these miles. Any changes to the composition of Star Alliance airline partners could result in a change to the amount and method we use to determine the estimated selling price. On February 14, 2013, US Airways Group, Inc. announced an agreement to merge with AMR Corporation and its intent to exit Star Alliance as a result of such merger. The Department of Justice has challenged the proposed merger. If the merger ultimately occurs, it could impact our estimated selling price of miles.

NEW ACCOUNTING PRONOUNCEMENTS

9 Months Ended

Sep. 30, 2013

NEW ACCOUNTING PRONOUNCEMENTS

NOTE 2—NEW ACCOUNTING PRONOUNCEMENTS

In February 2013, the Financial Accounting Standards Board issued Accounting Standards Update No. 2013-02 (“ASU 2013-02”), Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. Some of the key amendments require the Company to present, either on the face of the statement of operations or in the notes, the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income, but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, the Company is required to cross-reference to other disclosures that provide additional detail about those amounts. ASU 2013-02 became effective for the Company’s annual and interim periods beginning January 1, 2013, and the required disclosures are included in Note 11 of this report.

EARNINGS (LOSS) PER SHARE

9 Months Ended

Sep. 30, 2013

EARNINGS (LOSS) PER SHARE

NOTE 3—EARNINGS (LOSS) PER SHARE

The table below represents the computation of UAL’s basic and diluted earnings (loss) per share amounts and the number of securities that have been excluded from the computation of diluted earnings (loss) per share amounts because they were antidilutive (in millions, except per share amounts):


	Three Months Ended September 30,					Nine Months Ended September 30,
	2013			2012		2013			2012
Basic earnings (loss) per share:
Net income (loss)	$	379		$	6	$	431		$	(103	)
Less: Income allocable to participating securities		(1	)		—		(1	)		—

Earnings (loss) available to common stockholders	$	378		$	6	$	430		$	(103	)

Basic weighted average shares outstanding		357			331		343			331

Earnings (loss) per share, basic	$	1.06		$	0.02	$	1.25		$	(0.31	)

Diluted earnings (loss) per share:
Earnings (loss) available to common stockholders	$	378		$	6	$	430		$	(103	)
Effect of convertible notes		9			—		20			—

Earnings (loss) available to common stockholders including the effect of dilutive securities	$	387		$	6	$	450		$	(103	)

Diluted shares outstanding:
Basic weighted-average shares outstanding		357			331		343			331
Effect of convertible notes		37			—		46			—
Effect of employee stock options		1			1		1			—

Diluted weighted-average shares outstanding		395			332		390			331

Earnings (loss) per share, diluted	$	0.98		$	0.02	$	1.15		$	(0.31	)

Potentially dilutive shares excluded from diluted per share amounts:
Restricted stock and stock options		3			5		3			6
Convertible notes		—			61		4			61

During the three and nine months ended September 30, 2013, UAL issued approximately 6 million and 28 million shares, respectively, of UAL common stock pursuant to agreements that UAL entered into with certain of its securityholders in exchange for approximately $51 million and $240 million, respectively, in aggregate principal amount of UAL’s outstanding 6% convertible senior notes due 2029 held by such securityholders. The newly issued shares of UAL common stock are included in the determination of basic weighted average shares outstanding for the three and nine months ended September 30, 2013 from the date the shares were issued. The Company retired the 6% convertible senior notes acquired in the exchange.

INCOME TAXES

9 Months Ended

Sep. 30, 2013

INCOME TAXES

NOTE 4—INCOME TAXES

Our effective tax rates are lower than the federal statutory rate of 35% primarily because of the impact of changes to existing valuation allowances. We continue 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.

United files a consolidated federal income tax return with UAL. Under an intercompany tax allocation policy, United computes, records and pays UAL for its own tax liability as if United were a separate company filing a separate return. In determining its own tax liabilities, United takes into account all tax credits or benefits generated and utilized as a separate company and it is compensated for the aforementioned tax benefits only if it would be able to use those benefits on a separate company basis.

EMPLOYEE BENEFIT PLANS

9 Months Ended

Sep. 30, 2013

EMPLOYEE BENEFIT PLANS

NOTE 5—EMPLOYEE BENEFIT PLANS

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 September 30,						Three Months Ended September 30,
	2013			2012			2013			2012
Service cost	$	29		$	25		$	14		$	11
Interest cost		48			45			29			30
Expected return on plan assets		(41	)		(33	)		(1	)		—
Amortization of unrecognized loss and prior service cost		8			4			2			—
Curtailment loss		—			—			—			—
Settlement gain		(1	)		—			—			—

Total	$	43		$	41		$	44		$	41


	Pension Benefits						Other Postretirement Benefits
	Nine Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Service cost	$	94		$	75		$	42		$	37
Interest cost		142			137			85			93
Expected return on plan assets		(121	)		(103	)		(2	)		(2	)
Amortization of unrecognized (gain) loss and prior service cost		41			15			7			(2	)
Curtailment loss		2			—			—			—
Settlement gain		(2	)		—			—			—

Total	$	156		$	124		$	132		$	126

During the three and nine months ended September 30, 2013, the Company contributed $122 million and $201 million, respectively, to its tax-qualified defined benefit pension plans.

Curtailments, Settlements and Plan Remeasurements. During June 2013, the Company announced it would freeze benefits for management and administrative employees under one of its defined benefit pension plans, effective December 31, 2013. As a result, the Company recognized a $2 million curtailment loss in earnings in second quarter 2013. The Company also recognized a settlement gain of $1 million in earnings resulting from certain lump-sum payments under a separate defined benefit pension plan in second quarter 2013.

As a result of the freeze of benefits for management and administrative employees and the settlements from the lump-sum payments, the Company remeasured the assets and liabilities of the two plans in second quarter 2013. In addition, due to additional lump-sum payments, the Company remeasured the assets and liabilities of the defined benefit pension plan and recognized a settlement gain of $1 million in third quarter 2013. The Company remeasured this plan’s liabilities using a discount rate of 4.59% in the second quarter and 5.13% in the third quarter compared to the year-end 2012 discount rate of 4.20%. During the nine months ended September 30, 2013, as a result of the remeasurements, curtailment and settlements, the projected benefit obligation of the plans decreased by $522 million and Other comprehensive loss decreased by an actuarial gain of $41 million and $483 million for the three and nine months ended September 30, 2013, respectively. These items will also result in a decrease of approximately $13 million in the expected net periodic benefit cost for the remainder of 2013. The Company recognizes the earnings impacts of its pension plans in Salaries and related costs in the statements of consolidated operations.

Share-Based Compensation. In February 2013, 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 and 0.5 million restricted stock units (“RSUs”) that vest pro-rata over three years on the anniversary of the grant date. The time-vested RSUs are cash-settled based on the 20-day average closing price of UAL common stock immediately prior to the vesting date. In addition, the Company granted 1.3 million performance-based RSUs that will vest based on the Company’s return on invested capital for the three years ending December 31, 2015. If this performance condition is achieved, cash payments will be made after the end of the performance period based on the 20-day average closing price of UAL common stock immediately prior to the vesting date. The Company accounts for the RSUs as liability awards. The table below presents information related to share-based compensation (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Share-based compensation expense (a)	$	32	$	18	$	72	$	44



	September 30, 2013		December 31, 2012
Unrecognized share-based compensation	$	55	$	33

(a)

Includes $(2) million and $9 million of (benefit) expense recognized in merger integration-related costs for the three and nine months ended September 30, 2013, respectively. Includes $0 and $7 million of expense recognized in merger integration-related costs for the three and nine months ended September 30, 2012, respectively.

Profit Sharing Plans. A majority of all employees participate in profit sharing plans, which pay 15% of total pre-tax earnings, excluding special items and share-based compensation expense, to eligible employees when pre-tax profit, excluding special items, profit sharing expense and share-based compensation program expense, exceeds $10 million. Eligible U.S. co-workers in each participating work group receive a profit sharing payout using a formula based on the ratio of each qualified co-worker’s annual eligible earnings to the eligible earnings of all qualified co-workers in all domestic workgroups. The international profit sharing plan pays eligible non-U.S. co-workers the same percentage of eligible pay that is calculated under the U.S. profit sharing plan. Profit sharing expense is recorded as a component of salaries and related costs in the consolidated statements of operations. Our profit sharing plan will change in 2014. Beginning with 2014, pilots’ share of profit sharing payments will be limited to an amount that is their pro-rata share of 10% of the Company’s profit up to a pre-tax margin of 6.9% and their pro-rata share of 20% of the Company’s profit in excess of a pre-tax margin of 6.9%. The profit sharing plan is otherwise unchanged.

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2013

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

NOTE 6—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 (in millions):


	September 30, 2013										December 31, 2012
	Total			Level 1		Level 2		Level 3			Total			Level 1		Level 2		Level 3
	UAL
Cash and cash equivalents	$	3,935		$	3,935	$	—	$	—		$	4,770		$	4,770	$	—	$	—
Short-term investments:
Asset-backed securities		683			—		683		—			715			—		715		—
Corporate debt		581			—		581		—			537			—		537		—
Certificates of deposit placed through an account registry service (“CDARS”)		308			—		308		—			367			—		367		—
Auction rate securities		104			—		—		104			116			—		—		116
Other short-term investments		125			—		125		—			38			—		38		—
Enhanced equipment trust certificates (“EETC”)		59			—		—		59			63			—		—		63
Fuel derivative asset (liability), net		52			—		52		—			46			—		46		—
Restricted cash		412			412		—		—			447			447		—		—

	United
Cash and cash equivalents	$	3,928		$	3,928	$	—	$	—		$	4,765		$	4,765	$	—	$	—
Short-term investments:
Asset-backed securities		683			—		683		—			715			—		715		—
Corporate debt		581			—		581		—			537			—		537		—
CDARS		308			—		308		—			367			—		367		—
Auction rate securities		104			—		—		104			116			—		—		116
Other short-term investments		125			—		125		—			38			—		38		—
EETC		59			—		—		59			63			—		—		63
Fuel derivative asset (liability), net		52			—		52		—			46			—		46		—
Restricted cash		411			411		—		—			447			447		—		—
Convertible debt derivative asset		376			—		—		376			268			—		—		268
Convertible debt option liability		(185	)		—		—		(185	)		(128	)		—		—		(128	)

Available-for-sale investment maturities—The short-term investments and EETC securities shown in the table above are classified as available-for-sale. Short-term investments have maturities of less than one year except for asset-backed securities, corporate debt and auction rate securities. As of September 30, 2013, asset-backed securities have remaining maturities of approximately one to 42 years, corporate debt securities have remaining maturities of approximately one to 22 years, and auction rate securities have remaining maturities of approximately one to 33 years. The EETC securities have various maturities with the final maturity in 2019.

The tables below present disclosures about the activity for “Level 3” financial assets and financial liabilities (in millions):


	Three Months Ended September 30,
	2013						2012
UAL	Auction Rate Securities			EETC			Auction Rate Securities		EETC
Balance at June 30	$	115		$	62		$	112	$	63
Settlements		(9	)		(2	)		—		(2	)
Gains (losses):
Reported in earnings—realized		1			—			—		—
Reported in earnings—unrealized		—			—			1		—
Reported in other comprehensive income (loss)		(3	)		(1	)		2		1

Balance at September 30	$	104		$	59		$	115	$	62


	Nine Months Ended September 30,
	2013						2012
UAL	Auction Rate Securities			EETC			Auction Rate Securities		EETC
Balance at January 1	$	116		$	63		$	113	$	60
Settlements		(19	)		(4	)		—		(5	)
Gains (losses):
Reported in earnings—realized		3			—			—		—
Reported in earnings—unrealized		1			—			—		7
Reported in other comprehensive income (loss)		3			—			2		—

Balance at September 30	$	104		$	59		$	115	$	62


	Three Months Ended September 30,
	2013												2012
United	Auction Rate Securities			Convertible Debt Supplemental Derivative Asset			Convertible Debt Conversion Option Liability			EETC			Auction Rate Securities		Convertible Debt Supplemental Derivative Asset			Convertible Debt Conversion Option Liability			EETC
Balance at June 30	$	115		$	395		$	(199	)	$	62		$	112	$	289		$	(147	)	$	63
Settlements		(9	)		—			—			(2	)		—		—			—			(2	)
Gains (losses):
Reported in earnings:
Realized		1			—			—			—			—		—			—			—
Unrealized		—			(19	)		14			—			1		(87	)		56			—
Reported in other comprehensive income (loss)		(3	)		—			—			(1	)		2		—			—			1

Balance at September 30	$	104		$	376		$	(185	)	$	59		$	115	$	202		$	(91	)	$	62


	Nine Months Ended September 30,
	2013											2012
United	Auction Rate Securities			Convertible Debt Supplemental Derivative Asset		Convertible Debt Conversion Option Liability			EETC			Auction Rate Securities		Convertible Debt Supplemental Derivative Asset		Convertible Debt Conversion Option Liability			EETC
Balance at January 1	$	116		$	268	$	(128	)	$	63		$	113	$	193	$	(95	)	$	60
Settlements		(19	)		—		—			(4	)		—		—		—			(5	)
Gains (losses):
Reported in earnings:
Realized		3			—		—			—			—		—		—			—
Unrealized		1			108		(57	)		—			—		9		4			7
Reported in other comprehensive income (loss)		3			—		—			—			2		—		—			—

Balance at September 30	$	104		$	376	$	(185	)	$	59		$	115	$	202	$	(91	)	$	62

As of September 30, 2013, the Company’s auction rate securities, which had a par value of $115 million, were variable-rate debt instruments with interest rates that reset every 7, 28 or 35 days, depending on the terms of the particular instrument. These securities are backed 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 the Company holds are senior obligations under the applicable indentures authorizing the issuance of the securities.

As of September 30, 2013, United’s EETC securities, which were repurchased in open market transactions in 2007, have unrealized gains of $2 million. All changes in the fair value of these investments have been classified within accumulated other comprehensive income.

United’s debt-related derivatives presented in the tables above relate to (a) supplemental indenture agreements that provide that United’s convertible debt is convertible into shares of UAL common stock upon the terms and conditions specified in the indentures, and (b) the embedded conversion options in United’s convertible debt that are required to be separated and accounted for as though they are free-standing derivatives as a result of the United debt becoming convertible into the common stock of a different reporting entity. The derivatives described above relate to the 6% convertible junior subordinated debentures due 2030 and the 4.5% convertible notes due 2015. These derivatives are reported in United’s separate financial statements and eliminated in consolidation for UAL.

Derivative instruments and investments presented in the tables above have the same fair value as their carrying value. The table below presents the carrying values and estimated fair values of financial instruments not presented in the tables above (in millions):


Fair Value of Debt by Fair Value Hierarchy Level

	September 30, 2013										December 31, 2012
	Carrying Amount		Fair Value								Carrying Amount		Fair Value
			Total		Level 1		Level 2		Level 3				Total		Level 1		Level 2		Level 3
UAL debt	$	11,161	$	12,036	$	—	$	7,428	$	4,608	$	12,252	$	13,419	$	—	$	8,045	$	5,374
United debt		11,008		11,651		—		7,043		4,608		11,850		12,460		—		7,086		5,374


Quantitative Information About Level 3 Fair Value Measurements (in millions)

Item	Fair Value at September 30, 2013			Valuation Technique	Unobservable Input	Range (Weighted Average)
Auction rate securities	$	104		Valuation Service / Broker Quotes	Broker quotes (a)	NA
EETC	$	59		Discounted Cash Flows	Structure credit risk (b)	5% - 6%(6%)
Convertible debt derivative asset	$	376		Binomial Lattice Model	Expected volatility (c) Own credit risk (d)	45% - 60%(47%) 5% - 6%(5%)
Convertible debt option liability	$	(185	)	Binomial Lattice Model	Expected volatility (c) Own credit risk (d)	45% - 60%(47%) 5% - 6%(5%)

(a)	Broker quotes obtained by a third-party valuation service.

(b)	Represents the credit risk premium of the EETC structure above the risk-free rate that the Company has determined market participants would use in pricing the instruments.

(c)	Represents the range in volatility estimates that the Company has determined market participants would use when pricing the instruments.

(d)	Represents the range of Company-specific risk adjustments that the Company has determined market participants would use as a model input.

Valuation Processes—Level 3 Measurements—Depending on the instrument, the Company utilizes broker quotes obtained from third-party valuation services, discounted cash flow methods, or option pricing methods, as indicated above. Valuations using discounted cash flow methods are generally conducted by the Company. Valuations using option pricing models are generally provided to the Company by third-party valuation experts. Each reporting period, the Company reviews the unobservable inputs used by third-party valuation experts for reasonableness utilizing relevant information available to the Company from other sources.

The Company uses broker quotes obtained from a valuation service (in replacement of a discounted cash flows method) for valuing auction rate securities. This approach provides the best available information.

Sensitivity Analysis—Level 3 Measurements—Changes in the structure credit risk would be unlikely to cause material changes in the fair value of the EETCs.

The significant unobservable inputs used in the fair value measurement of the United convertible debt derivative assets and liabilities are the expected volatility in UAL common stock and the Company’s own credit risk. Significant increases (decreases) in expected stock volatility would result in a higher (lower) fair value measurement. Significant increases (decreases) in the Company’s own credit risk would result in a lower (higher) fair value measurement. A change in one of the inputs would not necessarily result in a directionally similar change in the other.

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


Description		Fair Value Methodology
Cash and cash equivalents		The carrying amounts approximate fair value because of the short-term maturity of these assets.

Short-term investments and Restricted cash		Fair value is based on (a) the trading prices of the investment or similar instruments, (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, (c) internally-developed models of the expected future cash flows related to the securities, or (d) broker quotes obtained by third-party valuation services.

Fuel derivatives		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 derivatives		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 and option liability		United used a binomial lattice model to value the conversion options and the supplemental derivative assets. Significant binomial model inputs that are not objectively determinable include volatility and the Company’s credit risk component of the discount rate.

HEDGING ACTIVITIES

9 Months Ended

Sep. 30, 2013

HEDGING ACTIVITIES

NOTE 7—HEDGING ACTIVITIES

Aircraft Fuel Hedges. To protect against increases in the prices of aircraft fuel, the Company routinely hedges a portion of its future fuel requirements. As of September 30, 2013, the Company had hedged approximately 45%, 23% and 1% of its projected fuel requirements (428 million, 901 million and 25 million gallons, respectively) for the remainder of 2013, 2014 and 2015, respectively, with commonly used financial hedge instruments based on aircraft fuel or closely related commodities, such as heating oil, diesel fuel and crude oil. As of September 30, 2013, the Company had fuel hedges expiring through March 2015. The Company does not enter into derivative instruments for non-risk management purposes.

Upon proper qualification, the Company accounts for certain fuel derivative instruments as cash flow hedges. All derivatives designated as hedges that meet certain requirements are granted hedge accounting treatment. The types of instruments the Company utilizes that qualify for special hedge accounting treatment typically include swaps, call options, collars (which consist of a purchased call option and a sold put option) and four-way collars (a collar with a higher strike sold call option and a lower strike purchased put option). Generally, utilizing hedge accounting, all periodic changes in fair value of the derivatives designated as hedges that are considered to be effective are recorded in accumulated other comprehensive income (loss) (“AOCI”) until the underlying fuel is consumed and recorded in fuel expense. The Company is exposed to the risk that its hedges may not be effective in offsetting changes in the cost of fuel and that its hedges may not continue to qualify for hedge accounting. 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 classified as Nonoperating income (expense): Miscellaneous, net in the statements of consolidated operations.

The Company also utilizes certain derivative instruments that are economic hedges but do not qualify for hedge accounting under U.S. GAAP. As with derivatives that qualify for hedge accounting, the purpose of these economic hedges is to mitigate the adverse financial impact of potential increases in the price of fuel. Currently, the only such economic hedges in the Company’s hedging portfolio are three-way collars (which consist of a collar with a cap on maximum price protection available). The Company records changes in the fair value of three-way collars to Nonoperating income (expense): Miscellaneous, net in the statements of consolidated operations.

If the Company terminates a derivative prior to its contractual settlement date, then the cumulative gain or loss recognized in AOCI at the termination date remains in AOCI until the forecasted transaction occurs. In a situation where it becomes probable that a hedged forecasted transaction will not occur, any gains and/or losses that have been recorded to AOCI would be required to be immediately reclassified into earnings. All cash flows associated with purchasing and settling derivatives are classified as operating cash flows in the condensed statements of consolidated cash flows.

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.

The following tables present information about the financial statement classification of the Company’s derivatives (in millions):


Classification	Balance Sheet Location	September 30, 2013		December 31, 2012
Derivatives designated as cash flow hedges
Assets:
Fuel contracts due within one year	Receivables	$	23	$	7

Liabilities:
Fuel contracts due within one year	Current liabilities: Other	$	—	$	2
Fuel contracts with maturities greater than one year	Other liabilities and deferred credits: Other		1		—

Total liabilities		$	1	$	2

Derivatives not designated for hedge accounting
Assets:
Fuel contracts due within one year	Receivables	$	29	$	44
Fuel contracts with maturities greater than one year	Other assets: Other, net		2		—

Total assets		$	31	$	44

Liabilities:
Fuel contracts due within one year	Current liabilities: Other	$	—	$	2
Fuel contracts with maturities greater than one year	Other liabilities and deferred credits: Other		1		1

Total liabilities		$	1	$	3

Total derivatives
Assets:
Fuel contracts due within one year	Receivables	$	52	$	51
Fuel contracts with maturities greater than one year	Other assets: Other, net		2		—

Total assets		$	54	$	51

Liabilities:
Fuel contracts due within one year	Current liabilities: Other	$	—	$	4
Fuel contracts with maturities greater than one year	Other liabilities and deferred credits: Other		2		1

Total liabilities		$	2	$	5

The following tables present the impact of derivative instruments and their location within the Company’s unaudited statements of consolidated operations (in millions):

Derivatives designated as cash flow hedges


	Amount of Gain Recognized in AOCI on Derivatives (Effective Portion)				Gain (Loss) Reclassified from AOCI into Fuel Expense					Amount of Gain Recognized in Nonoperating income (expense): Miscellaneous, net (Ineffective Portion)
	Three Months Ended September 30,				Three Months Ended September 30,					Three Months Ended September 30,
	2013		2012		2013		2012			2013		2012
Fuel contracts	$	44	$	133	$	14	$	(38	)	$	1	$	2

Derivatives designated as cash flow hedges


	Amount of Gain (Loss) Recognized in AOCI on Derivatives (Effective Portion)					Loss Reclassified from AOCI into Fuel Expense						Amount of Loss Recognized in Nonoperating income (expense): Miscellaneous, net (Ineffective Portion)
	Nine Months Ended September 30,					Nine Months Ended September 30,						Nine Months Ended September 30,
	2013		2012			2013			2012			2013		2012
Fuel contracts	$	16	$	(36	)	$	(4	)	$	(107	)	$	—	$	(2	)

Derivatives not designated for hedge accounting


Fuel contracts


	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Amount of gain recognized in Nonoperating income (expense): Miscellaneous, net	$	61	$	10	$	30	$	10

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. The following table presents information related to the Company’s derivative credit risk as of September 30, 2013 (in millions):


Net derivative asset with counterparties	$	52
Collateral held by the Company (classified as an other current liability)		—
Potential loss related to the failure of the Company’s counterparties to perform		52

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2013

COMMITMENTS AND CONTINGENCIES

NOTE 8—COMMITMENTS AND CONTINGENCIES

Commitments. As of September 30, 2013, United had firm commitments and options to purchase aircraft from The Boeing Company (“Boeing”), Embraer S.A. (“Embraer”) and Airbus S.A.S. (“Airbus”) presented in the table below:


Aircraft Type	Number of Firm Commitments (a)
Airbus A350-1000		35
Boeing 737-900ER		69
Boeing 737 MAX 9		100
Boeing 787-8/-9/-10		58
Embraer EMB175		30

(a)	United also has options and purchase rights for additional aircraft.

The aircraft listed in the table above are scheduled for delivery from 2013 through 2025. In the remainder of 2013, United expects to take delivery of six Boeing 737-900ER aircraft and one Boeing 787-8 aircraft.

On October 23, 2013, UAL and United entered into a purchase agreement assignment, pursuant to which UAL assigned its interest under the purchase agreement for the 100 Boeing 737 MAX 9 aircraft to United.

The table below summarizes the capital commitments of UAL and United (including those assigned from UAL) as of September 30, 2013, which primarily relate to the acquisition of aircraft and related spare engines, aircraft improvements and acquisition of information technology services and assets:


(In billions)
Last three months of 2013	$	0.8
2014		2.9
2015		2.7
2016		1.9
2017		1.5
After 2017		14.2

	$	24.0

Any incremental firm aircraft orders, including through the exercise of purchase options and purchase rights, will increase the total future capital commitments of the Company.

United has arranged for EETC financing of 18 Boeing 737-900ER aircraft, five of which are scheduled to be delivered during the remainder of 2013. United also has arranged for EETC financing of one Boeing 787-8 aircraft and a bank debt financing commitment for one Boeing 737-900ER aircraft scheduled for delivery in the fourth quarter of 2013. In addition, United has secured backstop financing commitments from certain of its aircraft manufacturers for a limited number of its future aircraft deliveries, subject to certain customary conditions. However, the Company does not have backstop financing or any financing currently in place for its other firm aircraft orders. Financing will be necessary to satisfy the Company’s capital commitments for its firm order aircraft and other related capital expenditures. The Company can provide no assurance that any financing not already in place for aircraft and spare engine deliveries will be available to the Company on acceptable terms when necessary or at all. See Note 9 of this report for additional information on aircraft financing.

Capacity Purchase Agreements and Operating Leases

In May 2013, United entered into a capacity purchase agreement with SkyWest Airlines, Inc. (“SkyWest”), a wholly-owned subsidiary of SkyWest, Inc., to operate 40 Embraer EMB175 aircraft under the United Express brand. SkyWest will purchase these 76-seat aircraft with deliveries in 2014 and 2015.

In April 2013, United agreed to purchase 30 Embraer EMB175 aircraft. In August 2013, United entered into a capacity purchase agreement with Mesa Air Group, Inc. and Mesa Airlines, Inc. (“Mesa”), a wholly-owned subsidiary of Mesa Air Group, Inc., for Mesa to operate these 30 Embraer EMB175 aircraft under the United Express brand.

The table below summarizes the Company’s future payments through the end of the terms of our capacity purchase commitments, excluding variable pass-through costs such as fuel and landing fees, among others. In addition, the table below summarizes the Company’s scheduled future minimum lease payments under aircraft operating leases having initial or remaining noncancelable lease terms of more than one year and includes aircraft rent under capacity purchase agreements, including estimated commitments from the Embraer EMB175 aircraft which will be delivered starting in 2014.


(In millions)	Capacity Purchase Agreements		Aircraft Operating Leases
Last three months of 2013	$	474	$	306
2014		1,950		1,631
2015		1,773		1,399
2016		1,558		1,165
2017		1,476		1,066
After 2017		4,920		2,756

	$	12,151	$	8,323

Facility and Other Operating Leases

In April 2013, United signed a 20-year lease extension with the Port Authority of New York and New Jersey to continue its use of Terminal C1 and C2 at Newark Liberty International Airport (“Newark”). United also committed to invest an additional $150 million in facility upgrades at Newark to enhance the customer experience and efficiency of the operation.

The table below summarizes the Company’s scheduled future minimum lease payments under facility operating leases having initial or remaining noncancelable lease terms of more than one year as of September 30, 2013.


(In millions)	Facility and Other Operating Leases
Last three months of 2013	$	297
2014		1,038
2015		900
2016		829
2017		782
After 2017		6,814

	$	10,660

Guarantees and Off-Balance Sheet Financing

Guarantees. United is the guarantor of approximately $1.9 billion in aggregate principal amount of tax-exempt special facilities revenue bonds and interest thereon. These bonds, issued by various airport municipalities, are payable solely from rentals paid under long-term agreements with the respective governing bodies. The leasing arrangements associated with $1.6 billion of these obligations are accounted for as operating leases with the associated expense recorded on a straight-line basis resulting in ratable accrual of the lease obligation over the expected lease term. The leasing arrangements associated with $262 million of these obligations are accounted for as capital leases. All these bonds are due between 2015 and 2038.

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 obligations of the lenders to take certain limited steps to mitigate the requirement for, or the amount of, such increased costs. At September 30, 2013, the Company had $2.0 billion of floating rate debt and $296 million of fixed rate debt, with remaining terms of up to twelve years, that are 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 twelve years and an aggregate balance of $2.3 billion, 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.

Credit Facilities. On March 27, 2013, United and UAL entered into a new Credit and Guaranty Agreement (the “Credit Agreement”) as the borrower and guarantor, respectively, that provides United with a $1.0 billion revolving credit facility. As of September 30, 2013, United had its entire capacity of $1.0 billion available under the revolving credit facility. See Note 9 of this report for more information.

Labor Negotiations. As of September 30, 2013, United had approximately 88,000 active employees, of whom approximately 80% were represented by various labor organizations. During third quarter 2013, the Company accepted an integrated seniority list for its pilots from the Air Line Pilots Association, International (“ALPA”). The Company also reached tentative agreements with respect to joint collective bargaining agreements with the International Association of Machinists (“IAM”) for the fleet service, passenger service and storekeeper work groups, subject to ratification by IAM members. The Company has offered an early out program for its fleet service, passenger service and storekeeper workgroups. The early out program accepted volunteers through October 18, 2013 and is subject to ratification of the tentative agreements with the IAM. The Company is not currently able to estimate the potential impact of the early out program. We are currently in the process of negotiating joint collective bargaining agreements with our technicians, flight attendants and dispatchers.

DEBT

9 Months Ended

Sep. 30, 2013

DEBT

NOTE 9—DEBT

As of September 30, 2013, a substantial portion of our assets is pledged as collateral for our debt. These assets principally consist of aircraft, route authorities and loyalty program intangible assets. As of September 30, 2013, the Company was in compliance with its debt covenants.

Unsecured 6.375% Senior Notes. In May 2013, UAL issued $300 million aggregate principal amount of 6.375% Senior Notes due June 1, 2018. The notes are fully and unconditionally guaranteed and recorded by United on its balance sheet as debt. The indenture for the 6.375% Senior Notes includes covenants that restrict the ability of UAL and its restricted subsidiaries (as defined in the indenture) to incur additional indebtedness, issue preferred stock, make investments, pay dividends or repurchase UAL’s common stock.

6% Convertible Senior Notes. During the three and nine months ended September 30, 2013, UAL issued approximately 6 million and 28 million shares, respectively, of UAL common stock pursuant to agreements that UAL entered into with certain of its securityholders in exchange for approximately $51 million and $240 million, respectively, in aggregate principal amount of UAL’s outstanding 6% convertible senior notes due 2029 held by such securityholders. As of September 30, 2013, the outstanding balance is approximately $104 million.

2013 Credit and Guaranty Agreement. On March 27, 2013, United and UAL entered into the Credit Agreement as the borrower and guarantor, respectively. The Credit Agreement consists of a $900 million term loan due April 1, 2019 and a $1.0 billion revolving credit facility available for drawing until April 1, 2018. As of September 30, 2013, United had its entire capacity of $1.0 billion available under the revolving credit facility. The obligations of United under the Credit Agreement are secured by liens on certain international route authorities between certain specified cities, certain take-off and landing rights and related assets of United.

Borrowings under the Credit Agreement bear interest at a variable rate equal to LIBOR, subject to a 1% floor, plus a margin of 3.0% per annum, or another rate based on certain market interest rates, plus a margin of 2.0% per annum. The principal amount of the term loan must be repaid in consecutive quarterly installments of 0.25% of the original principal amount thereof, commencing on June 30, 2013, with any unpaid balance due on April 1, 2019. United may prepay all or a portion of the loan from time to time, at par plus accrued and unpaid interest. United pays a commitment fee equal to 0.75% per annum on the undrawn amount available under the revolving credit facility.

The Credit Agreement includes covenants that, among other things, require the Company to maintain at least $3.0 billion of unrestricted liquidity and a minimum ratio of appraised value of collateral to the outstanding obligations under the Credit Agreement of 1.67 to 1.0, and restrict the Company’s ability to incur additional indebtedness, issue preferred stock, make investments, pay dividends or repurchase UAL’s common stock. The Credit Agreement contains events of default customary for this type of financing, including a cross default and cross acceleration provision to certain other material indebtedness of the Company.

United Amended Credit Facility. On March 27, 2013, the Company used $900 million from the Credit Agreement, together with approximately $300 million of cash to retire the entire principal balance of a $1.2 billion term loan due 2014 that was outstanding under United’s Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement, dated as of February 2, 2007 (the “Amended Credit Facility”). The Amended Credit Facility was terminated concurrently with the repayment of the term loan.

$500 Million Revolving Credit Facility. On March 27, 2013, the Company terminated the $500 million revolving credit facility that it had previously entered into in December 2011. There were no outstanding borrowings under the revolving credit facility.

Debt Redemptions. On February 1, 2013, United redeemed all of the $400 million aggregate principal amount of its 9.875% Senior Secured Notes due 2013 and $200 million aggregate principal amount of 12.0% Senior Second Lien Notes due 2013. On February 8, 2013, United redeemed all $123 million aggregate principal amount of the B tranche of the 2006-1 EETC equipment notes due 2013. On April 1, 2013, United redeemed all of the $180 million aggregate principal amount of the senior tranche of the 2006-1 EETC equipment notes due 2013.

EETCs. In August 2013, December 2012 and October 2012, United created separate EETC pass-through trusts, each of which issued pass-through certificates. The proceeds of the issuance of the pass-through certificates are used to purchase equipment notes issued by United and secured by its aircraft. The Company records the debt obligation upon issuance of the equipment notes rather than upon the initial issuance of the pass-through certificates. The pass-through certificates represent fractional undivided interests in the respective pass-through trusts and are not obligations of United. The payment obligations under the equipment notes are those of United. Proceeds received from the sale of pass-through certificates are initially held by a depository in escrow for the benefit of the certificate holders until United issues equipment notes to the trust, which purchases such notes with a portion of the escrowed funds. These escrowed funds are not guaranteed by United and are not reported as debt on our consolidated balance sheet because the proceeds held by the depositary are not United’s assets. United received the remaining proceeds from the 2012 EETC pass-through trusts in the third quarter of 2013 and United expects to receive all proceeds from the 2013 EETC pass-through trusts by the end of 2014. Certain details of the pass-through trusts, which were issued in 2013 or for which we received proceeds in 2013, are as follows (in millions, except interest rate):


EETC Date	Class	Principal		Final expected distribution date	Stated interest rate			Total debt recorded as of September 30, 2013		Proceeds received from issuance of debt in the nine months ended September 30, 2013		Remaining proceeds from issuance of debt to be received in future periods
August 2013	A	$	720	August 2025		4.3	%	$	—	$	—	$	720
August 2013	B		209	August 2021		5.375	%		—		—		209
December 2012	C		425	April 2018		6.125	%		425		147		—
October 2012	A		712	October 2024		4.0	%		712		465		—
October 2012	B		132	October 2020		5.5	%		132		86		—

		$	2,198					$	1,269	$	698	$	929

The table below presents contractual principal payments at September 30, 2013 under then-outstanding long-term debt agreements in each of the next five calendar years (in millions):


	UAL		United
Last three months of 2013	$	222	$	222
2014		962		962
2015		2,055		2,055
2016		1,032		1,032
2017		595		595
After 2017		6,460		6,356

	$	11,326	$	11,222

PBGC Notes. During the third quarter of 2013, UAL and United entered into a Second Supplemental Indenture (the “PBGC Second Supplemental Indenture”) to the Amended and Restated Indenture, dated as of January 11, 2013 (the “PBGC Indenture”), under which UAL’s 6% Notes due 2026, 6% Notes due 2028 and 8% Notes due 2024 are outstanding. Due to a request by the Pension Benefit Guaranty Corporation (the “PBGC”) pursuant to a contractual right of the PBGC, the PBGC Second Supplemental Indenture, among other things, amended and restated the covenants in the PBGC Indenture that restrict dividends and certain other payments by UAL and its restricted subsidiaries (as defined in the PBGC Indenture), restrict the incurrence of indebtedness by UAL and its restricted subsidiaries and provide for the designation of restricted and unrestricted subsidiaries of UAL so that these covenants would be substantially the same as the corresponding covenants in the indenture for the 6.375% Senior Notes due June 1, 2018.

SPECIAL ITEMS

9 Months Ended

Sep. 30, 2013

SPECIAL ITEMS

NOTE 10—SPECIAL ITEMS

Special Charges. For the three and nine months ended September 30, special charges consisted of the following (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Labor agreement costs	$	127	$	454	$	127	$	454
Merger integration-related costs		50		60		165		331
Additional costs associated with the temporarily grounded Boeing 787 aircraft		—		—		18		—
Voluntary severance and benefits		—		—		14		125
(Gains) losses on sale of assets and other special items, net		34		—		31		(26	)

Subtotal special charges		211		514		355		884
Income tax benefit		—		—		—		(2	)

Total special charges, net of income taxes	$	211	$	514	$	355	$	882

Merger integration-related costs include compensation costs related to systems integration and training, branding activities, new uniforms, write-off or acceleration of depreciation on systems and facilities that are no longer used or planned to be used for significantly shorter periods, relocation for employees and severance primarily associated with administrative headcount reductions.

On September 26, 2013, the Company announced that it had reached tentative agreements with respect to joint collective bargaining agreements with the IAM for the fleet service, passenger service and storekeeper workgroups, subject to ratification by IAM members. The Company recorded a $127 million special charge as a result. This expense is associated with lump sum cash payments that would be made in conjunction with the ratification of the agreements. The lump sum payments were accrued in third quarter 2013 as a result of the payments becoming probable, primarily due to reaching the tentative agreement, and are not in lieu of future pay increases and thus did not meet the deferral criteria under Accounting Standards Codification Topic 710. If ratified, the Company currently expects to make the related lump sum cash payments by early 2014.

During the nine months ended September 30, 2013, the Company recorded $14 million associated with a voluntary program offered by United in which flight attendants took an unpaid 13-month leave of absence. The flight attendants continue to receive medical benefits and other company benefits while on leave under this program. Approximately 1,300 flight attendants opted to participate in the program. In addition, the Company recorded $18 million associated with the temporary grounding of its Boeing 787 aircraft. The charges are comprised of aircraft depreciation expense and dedicated personnel costs that the Company incurred while the aircraft were grounded. The aircraft returned to service in May 2013.

During the three months ended September 30, 2013, the Company adjusted its reserves for certain legal matters by $34 million due to recent potential adverse developments. Additionally, during the nine months ended September 30, 2013, the Company recorded a $5 million gain related to a contract termination and $2 million in losses on the sale of assets.

During the nine months ended September 30, 2012, the Company recorded $125 million of severance and benefits associated with three voluntary employee programs, respectively. During the first quarter of 2012, approximately 400 mechanics offered to retire early in exchange for a cash severance payment that was based on the number of years of service each employee had accumulated. The Company also offered a voluntary leave of absence program that approximately 1,800 flight attendants accepted, which allows for continued medical coverage during the leave of absence period. During the second quarter of 2012, as part of the recently amended collective bargaining agreement with the Association of Flight Attendants, the Company offered a voluntary program for flight attendants at United to retire early in exchange for a cash severance payment. The payments are dependent on the number of years of service each employee has accumulated. Approximately 1,300 flight attendants accepted this program and the Company estimated the amount for this voluntary program to be approximately $76 million.

On August 3, 2012, the Company announced it had reached an agreement in principle with respect to a new joint collective bargaining agreement with ALPA representing pilots at United and Continental Airlines. The Company recorded $454 million of expense in third quarter 2012 associated with lump sum cash payments that would be made in conjunction with the ratification of the contract and the completion of the integrated pilot seniority list. This charge also included costs associated with changes to existing pilot disability plans negotiated in connection with the agreement in principle. The lump sum payments are not in lieu of future pay increases and were accrued in third quarter 2012 as a result of the payments becoming probable, primarily due to reaching the agreement in principle. The agreement was ratified in December 2012.

In March 2013, the Company agreed to sell up to 30 Boeing 757-200 aircraft to FedEx Corporation beginning in April 2013. As of December 31, 2012, the Company operated 133 such aircraft. Given the planned sale of these 30 aircraft, the Company evaluated the entire fleet and determined that no impairment existed. In conjunction with that sale, the Company recorded accelerated depreciation of $31 million and $71 million on these aircraft during the three and nine months ended September 30, 2013, respectively, and this is classified as Operating expense: Depreciation and amortization in the statements of consolidated operations. The accelerated depreciation resulted from changes in the estimated useful lives and salvage values of the 30 aircraft as a result of the planned sale. These changes in estimate decreased net income by amounts disclosed above and reduced per share amounts by approximately $0.09 per UAL basic share ($0.08 per UAL diluted share) and $0.21 per UAL basic share ($0.18 per UAL diluted share) in the three and nine months ended September 30, 2013, respectively.

Accruals

The accrual for severance and medical costs was $29 million as of September 30, 2013, compared to $59 million as of September 30, 2012. In addition, the accrual balance of future lease payments on permanently grounded aircraft was $1 million as of September 30, 2013, compared to $6 million as of September 30, 2012.

The severance-related accrual as of September 30, 2013 is expected to be paid through 2015. Lease payments for grounded aircraft are expected to continue through 2013.

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

9 Months Ended

Sep. 30, 2013

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

NOTE 11—ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The tables below present the components of the Company’s AOCI, net of tax (in millions):


UAL	Pension and Other Postretirement Unrecognized Actuarial Gains (Losses) and Prior Service Cost			Unrealized Gain (Loss) on Derivatives			Other			Total
Balance at June 30, 2013	$	(562	)	$	(20	)	$	13		$	(569	)
Other comprehensive income (loss) before reclassifications		—			44			(5	)		39
Actuarial gain due to curtailment and remeasurement		41			—			—			41
Amounts reclassified from accumulated other comprehensive income		10			(14	)		—			(4	)

Net current-period other comprehensive income (loss)		51			30			(5	)		76

Balance at September 30, 2013	$	(511	)	$	10		$	8		$	(493	)


Balance at December 31, 2012	$	(1,042	)	$	(10	)	$	6		$	(1,046	)
Other comprehensive income before reclassifications		—			16			2			18
Actuarial gain due to curtailment and remeasurement		483			—			—			483
Amounts reclassified from accumulated other comprehensive income		48			4			—			52

Net current-period other comprehensive income		531			20			2			553

Balance at September 30, 2013	$	(511	)	$	10		$	8		$	(493	)


UAL	Pension and Other Postretirement Unrecognized Actuarial Gains (Losses) and Prior Service Cost			Unrealized Gain (Loss) on Derivatives			Other			Total
Balance at June 30, 2012	$	(303	)	$	(199	)	$	3		$	(499	)
Other comprehensive income before reclassifications		—			133			5			138
Amounts reclassified from accumulated other comprehensive income		4			38			—			42

Net current-period other comprehensive income		4			171			5			180

Balance at September 30, 2012	$	(299	)	$	(28	)	$	8		$	(319	)


Balance at December 31, 2011	$	(312	)	$	(99	)	$	(6	)	$	(417	)
Other comprehensive income (loss) before reclassifications		—			(36	)		14

Condensed Statements of Consolidated Cash Flows (Parenthetical)	Sep. 30, 2013	Sep. 30, 2012
Debt instrument stated interest rate	8.00%	8.00%
6% Convertible Senior Notes
Debt instrument stated interest rate	6.00%	6.00%
United Airlines, Inc.
Debt instrument stated interest rate	8.00%	8.00%