View Filing Data

Total comprehensive income, net

^[1]

(201)

(220)

553

723

455

884

984

United Airlines, Inc.

Net income

933

378

1,122

500

Other comprehensive income (loss), net change related to:

Fuel derivative financial instruments

(120)

(95)

Employee benefit plans

(82)

(121)

531

Investments and other

(5)

(4)

Total comprehensive income, net

(201)

(220)

560

$ 732

$ 454

$ 902

$ 1,060

[1]	UAL and United amounts are substantially the same except for an additional $6 million of income tax benefit at United and additional gains related to investments and other of $1 million at United in the nine months ended September 30, 2013, respectively.

Cash and cash equivalents

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

Consolidated Balance Sheets - USD ($)
$ in Millions

Sep. 30, 2014

Dec. 31, 2013

Current assets:

$ 3,117

$ 3,220

Short-term investments

2,397

1,901

Total unrestricted cash, cash equivalents and short-term investments

5,514

5,121

Receivables, less allowance for doubtful accounts (2014-$24; 2013-$13)

1,559

1,503

Aircraft fuel, spare parts and supplies, less obsolescence allowance (2014-$161; 2013-$162)

700

667

Prepaid expenses and other

582

676

838

704

Total current assets

9,225

8,702

Operating property and equipment: Owned-

20,367

18,786

Operating property and equipment - owned, gross

3,934

3,687

24,301

22,473

Less-Accumulated depreciation and amortization

(6,894)

(6,080)

Operating property and equipment - owned, net

17,407

16,393

Purchase deposits for flight equipment

734

706

Capital leases-

1,343

1,490

Operating property and equipment - capital leases, gross

321

307

1,664

1,797

Less-Accumulated amortization

(862)

(849)

Operating property and equipment - capital leases, net

802

948

Total property, plant, and equipment, net

18,943

18,047

Other assets:

Goodwill

4,523

Intangibles, less accumulated amortization (2014-$1,019; 2013-$933)

4,330

4,436

284

364

Other, net

706

740

Other assets total

9,843

10,063

Total assets

38,011

36,812

Current liabilities:

Advance ticket sales

4,514

3,405

Accrued salaries and benefits

2,090

2,369

Accounts payable

2,085

2,087

1,651

1,696

Current maturities of long-term debt

1,340

1,368

Current maturities of capital leases

117

Total current liabilities

1,085

1,065

12,864

12,107

Long-term debt

9,988

10,171

Long-term obligations under capital leases

667

753

Other liabilities and deferred credits:

Postretirement benefit liability

2,820

2,535

1,684

1,703

Pension liability

1,517

1,650

Advanced purchase of miles

1,170

1,338

Lease fair value adjustment, net

1,570

1,662

496

626

Total non-current liabilities

1,371

1,283

10,628

10,797

Commitments and contingencies

Stockholder's equity:

Preferred stock

Common stock

Additional capital invested

7,620

7,425

Accumulated deficit

(3,911)

(5,015)

Stock held in treasury, at cost

(237)

(38)

Accumulated other comprehensive income

^[1]

388

608

Total stockholders' equity

3,864

2,984

Total liabilities and stockholders' equity (deficit)

38,011

36,812

United Airlines, Inc.

Current assets:

Cash and cash equivalents

3,111

3,214

Short-term investments

2,397

1,901

Total unrestricted cash, cash equivalents and short-term investments

5,508

5,115

Receivables, less allowance for doubtful accounts (2014-$24; 2013-$13)

1,559

1,503

Aircraft fuel, spare parts and supplies, less obsolescence allowance (2014-$161; 2013-$162)

700

667

Prepaid expenses and other

582

674

887

705

Total current assets

9,268

8,695

Operating property and equipment: Owned-

20,367

18,786

Operating property and equipment - owned, gross

3,934

3,687

24,301

22,473

Less-Accumulated depreciation and amortization

(6,894)

(6,080)

Operating property and equipment - owned, net

17,407

16,393

Purchase deposits for flight equipment

734

706

Capital leases-

1,343

1,490

Operating property and equipment - capital leases, gross

321

307

1,664

1,797

Less-Accumulated amortization

(862)

(849)

Operating property and equipment - capital leases, net

802

948

Total property, plant, and equipment, net

18,943

18,047

Other assets:

Goodwill

4,523

Intangibles, less accumulated amortization (2014-$1,019; 2013-$933)

4,330

4,436

284

364

Other, net

1,204

1,221

Other assets total

10,341

10,544

Total assets

38,552

37,286

Current liabilities:

Advance ticket sales

4,514

3,405

Accrued salaries and benefits

2,090

2,369

Accounts payable

2,089

2,092

1,651

1,696

Current maturities of long-term debt

1,340

1,368

Current maturities of capital leases

117

Payables to related parties

114

Total current liabilities

1,086

1,064

12,869

12,225

Long-term debt

9,892

10,020

Long-term obligations under capital leases

667

753

Other liabilities and deferred credits:

Postretirement benefit liability

2,820

2,535

1,684

1,703

Pension liability

1,517

1,650

Advanced purchase of miles

1,170

1,338

Lease fair value adjustment, net

1,571

1,661

496

626

Total non-current liabilities

1,667

1,552

10,925

11,065

Commitments and contingencies

Stockholder's equity:

Common stock

Additional capital invested

7,433

7,590

Accumulated deficit

(3,619)

(4,743)

Accumulated other comprehensive income

388

608

Receivable from related parties

(3)

(232)

Total stockholders' equity

4,199

3,223

Total liabilities and stockholders' equity (deficit)

$ 38,552

$ 37,286

[1]	UAL and United amounts are substantially the same except for an additional $6 million of income tax benefit at United and additional gains related to investments and other of $1 million at United in the nine months ended September 30, 2013, respectively.

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Sep. 30, 2014	Dec. 31, 2013
Receivables, allowance for doubtful accounts	$ 24	$ 13
Aircraft fuel, spare parts and supplies, obsolescence allowance	161	162
Intangibles, accumulated amortization	$ 1,019	$ 933
Common stock, par value	$ 0.01	$ 0.01
Common shares, authorized	1,000,000,000	1,000,000,000
Common shares, outstanding	369,728,970	362,283,555
United Airlines, Inc.
Receivables, allowance for doubtful accounts	$ 24	$ 13
Aircraft fuel, spare parts and supplies, obsolescence allowance	161	162
Intangibles, accumulated amortization	$ 1,019	$ 933
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	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Cash Flows from Operating Activities:
Net cash provided by operating activities	$ 2,732	$ 1,778
Cash Flows from Investing Activities:
Capital expenditures	(1,345)	(1,399)
Increase in short-term and other investments, net	(471)	(22)
Decrease in restricted cash, net	79	35
Proceeds from sale of property and equipment	73	65
Other, net	34	22
Net cash used in investing activities	(1,630)	(1,299)
Cash Flows from Financing Activities:
Payments of long-term debt	(2,001)	(1,965)
Proceeds from issuance of long-term debt	1,177	819
Repurchases of common stock	(220)
Principal payments under capital leases	(81)	(98)
Other, net	(80)	(70)
Net cash used in financing activities	(1,205)	(1,314)
Net decrease in cash and cash equivalents	(103)	(835)
Cash and cash equivalents at beginning of the period	3,220	4,770
Cash and cash equivalents at end of the period	3,117	3,935
Investing and Financing Activities Not Affecting Cash:
Property and equipment acquired through the issuance of debt and capital leases	765	239
Exchanges of certain convertible notes for common stock	202	240
Airport construction financing	14	35
United Airlines, Inc.
Cash Flows from Operating Activities:
Net cash provided by operating activities	2,623	1,774
Cash Flows from Investing Activities:
Capital expenditures	(1,345)	(1,399)
Increase in short-term and other investments, net	(471)	(22)
Decrease in restricted cash, net	79	36
Proceeds from sale of property and equipment	73	65
Other, net	34	20
Net cash used in investing activities	(1,630)	(1,300)
Cash Flows from Financing Activities:
Payments of long-term debt	(2,001)	(1,965)
Proceeds from issuance of long-term debt	1,177	819
Principal payments under capital leases	(81)	(98)
Dividend to UAL	(120)
Other, net	(71)	(67)
Net cash used in financing activities	(1,096)	(1,311)
Net decrease in cash and cash equivalents	(103)	(837)
Cash and cash equivalents at beginning of the period	3,214	4,765
Cash and cash equivalents at end of the period	3,111	3,928
Investing and Financing Activities Not Affecting Cash:
Property and equipment acquired through the issuance of debt and capital leases	765	239
Transfer of UAL subsidiaries to United	186
Exchanges of certain convertible notes for common stock	156
Airport construction financing	$ 14	$ 35

Significant Accounting Policies

9 Months Ended

Sep. 30, 2014

Significant Accounting Policies

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

Frequent Flyer Accounting. On March 30, 2014, US Airways exited Star Alliance. Effective with the exit date, the Company updated its estimated selling price for miles to a value based on the equivalent ticket value less fulfillment discount, which incorporates the expected redemption of miles. The equivalent ticket value used as the basis for the estimated selling price of miles is based on the prior 12 months’ weighted average equivalent ticket value of similar fares as those used to settle award redemptions while taking into consideration such factors as redemption pattern, cabin class, loyalty status and geographic region. The estimated selling price of miles is adjusted by a fulfillment discount that considers a number of factors, including redemption patterns of various customer groups. This change in estimate was applied on a prospective basis beginning April 1, 2014. The estimated impact of this change on consolidated revenue is expected to be an increase of approximately $75 million in 2014.

During the third quarter of 2014, the Company refined its estimate of the number of miles that have been redeemed for award travel, but for which travel has not occurred, to a computation that uses actual miles open versus a historical average. Although this change is not expected to significantly impact the reported amount of passenger revenue recognized in 2014 or in any future years, the new estimate will likely result in more seasonality in the results between quarters. The Company expects that based on historical redemption and travel patterns, using the revised method will result in lower revenue from frequent flyer awards redeemed during the first quarter and higher revenue during the third quarter in future periods than historical amounts, with minimal differences during the second and fourth quarters.

Related Party Receivables. At December 31, 2013, United had receivables from two affiliates, which were wholly-owned subsidiaries of UAL, of $232 million that were classified against stockholder’s equity. UAL transferred all of its equity interest in each of the two subsidiaries to United in the first quarter of 2014, and the transfers have been reflected as reductions in paid in capital.

Recently Issued Accounting Standards. In May 2014, the Financial Accounting Standards Board (“FASB”) amended the FASB Accounting Standards Codification and created a new Topic 606, Revenue from Contracts with Customers. This amendment prescribes that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendment supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification. The amendments will become effective for the Company’s annual and interim reporting periods beginning January 1, 2017. The Company is evaluating the impact on its financial statements.

Earnings Per Share

9 Months Ended

Sep. 30, 2014

Earnings Per Share

NOTE 2 - EARNINGS PER SHARE

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
Basic earnings per share:
Net income	$	924	$	379	$	1,104	$	431
Less: Income allocable to participating securities		(1)		(1)		(2)		(1)

Earnings available to common stockholders	$	923	$	378	$	1,102	$	430

Basic weighted-average shares outstanding		370		357		370		343

Earnings per share, basic	$	2.49	$	1.06	$	2.97	$	1.25

Diluted earnings per share:
Earnings available to common stockholders	$	923	$	378	$	1,102	$	430
Effect of convertible notes		6		9		20		20

Earnings available to common stockholders including the effect of dilutive securities	$	929	$	387	$	1,122	$	450

Diluted shares outstanding:
Basic weighted-average shares outstanding		370		357		370		343
Effect of convertible notes		22		37		24		46
Effect of employee stock options		—		1		1		1

Diluted weighted-average shares outstanding		392		395		395		390

Earnings per share, diluted	$	2.37	$	0.98	$	2.84	$	1.15

Potentially dilutive shares excluded from diluted per share amounts:
Restricted stock and stock options		1		3		1		3
Convertible notes		—		—		—		4

During the second quarter of 2014, UAL used cash to purchase and retire $28 million aggregate principal amount of its 4.5% Convertible Notes due 2015 (the “4.5% Convertible Notes”) in market transactions. The corresponding equivalent amount of shares of UAL common stock are excluded from the determination of diluted weighted-average shares outstanding for the three and nine months ended September 30, 2014 from the date the debt was purchased.

In the first quarter of 2014, UAL issued approximately five million shares of UAL common stock in exchange for, or upon conversion of, $46 million in aggregate principal amount of UAL’s outstanding 6% convertible senior notes due 2029 held by holders of these notes. 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, 2014 from the date the shares were issued. The Company retired the 6% convertible senior notes acquired in the exchange. In October 2014, UAL notified holders of these notes of its intention to redeem the $58 million of notes outstanding with the redemption scheduled to occur in late November 2014. The holders of these notes have the right to convert their notes into shares of UAL common stock prior to redemption at a conversion rate of 115.1013 per $1,000 principal amount of notes. If all of the holders of these notes exercise their conversion right, UAL would issue approximately 6.7 million shares of UAL common stock upon conversion.

Also on January 10, 2014, UAL called the 4.5% Senior Limited-Subordination Convertible Notes due 2021 (the “4.5% Notes”) that remained outstanding for redemption on February 10, 2014. In the first quarter of 2014, holders of substantially all of the remaining $156 million outstanding principal amount of the 4.5% Notes exercised their right to convert such notes into approximately five million shares of UAL common stock at a conversion rate of 30.6419 shares of UAL common stock per $1,000 principal amount of 4.5% Notes. 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, 2014 from the date the shares were issued. See Note 9 for additional information related to exercises of rights under the 4.5% Notes.

UAL’s Board of Directors authorized a share repurchase program to acquire up to $1 billion of UAL’s common stock. UAL may repurchase shares through the open market, privately negotiated transactions, block trades, or accelerated share repurchase transactions from time to time in accordance with applicable securities laws. UAL will repurchase shares of common stock subject to prevailing market conditions, and may discontinue such repurchases at any time.

On July 24, 2014, pursuant to the $1.0 billion share repurchase program, UAL entered into two separate agreements to repurchase an aggregate of $200 million of shares of UAL common stock through an accelerated share repurchase program (the “ASR Program”). UAL paid $200 million and received approximately 4.4 million shares. In addition to shares purchased under the ASR Program, UAL spent $20 million on open market repurchases of 0.4 million shares of UAL common stock in September 2014. See Part II, Item 2., “Unregistered Sales of Equity Securities and Use of Proceeds” of this report for additional information.

Accumulated Other Comprehensive Income (Loss)

9 Months Ended

Sep. 30, 2014

Accumulated Other Comprehensive Income (Loss)

NOTE 3 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The tables below present the components of the Company’s accumulated other comprehensive income (loss), net of tax (“AOCI”) (in millions):


UAL (a)	Pension and Other Postretirement Liabilities		Derivative Contracts		Investments and Other		Total
Balance at June 30, 2014	$	545	$	36	$	8	$	589
Changes in value		(66)		(120)		3		(183)
Amounts reclassified to earnings		(16)		—		(2)		(18)

Net change		(82)		(120)		1		(201)

Balance at September 30, 2014	$	463	$	(84)	$	9	$	388

Balance at December 31, 2013	$	584	$	11	$	13	$	608
Changes in value		(71)		(99)		4		(166)
Amounts reclassified to earnings		(50)		4		(8)		(54)

Net change		(121)		(95)		(4)		(220)

Balance at September 30, 2014	$	463	$	(84)	$	9	$	388


UAL (a)	Pension and Other Postretirement Liabilities		Derivative Contracts		Investments and Other		Total
Balance at June 30, 2013	$	(562)	$	(20)	$	13	$	(569)
Changes in value		41		44		(5)		80
Amounts reclassified to earnings		10		(14)		—		(4)

Net change		51		30		(5)		76

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

Balance at December 31, 2012	$	(1,042)	$	(10)	$	6	$	(1,046)
Changes in value		483		16		2		501
Amounts reclassified to earnings		48		4		—		52

Net change		531		20		2		553

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


Details about AOCI Components	Amount Reclassified from AOCI to Income										Affected Line Item in the Statements of Consolidated Operations
	Three Months Ended September 30,					Nine Months Ended September 30,
	2014		2013			2014			2013
Derivatives designated as cash flow hedges
Fuel contracts-reclassifications of (gains) losses into earnings (b)	$	—	$	(14	)	$	4		$	4	Aircraft fuel
Amortization of pension and post-retirement items
Amortization of unrecognized (gains) losses and prior service cost (credit) (b) (c)	$	(16)	$	10		$	(50	)	$	48	Salaries and related costs
Investments and other
Available for sale securities-reclassifications of gains into earnings (b)	$	(2)	$	—		$	(8	)	$	—	Miscellaneous, net

(a) UAL and United amounts are substantially the same except for an additional $6 million of income tax benefit at United and additional gains related to investments and other of $1 million at United in the nine months ended September 30, 2013, respectively.

(b)	Income tax expense for these items was offset by the Company’s valuation allowance.

(c) This AOCI component is included in the computation of net periodic pension and other postretirement costs (see Note 5 of this report for additional information).

Financial Instruments and Fair Value Measurements

The entire disclosure for comprehensive income, which includes, but is not limited to, 1) the amount of income tax expense or benefit allocated to each component of other comprehensive income, including reclassification adjustments, 2) the reclassification adjustments for each classification of other comprehensive income and 3) the ending accumulated balances for each component of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=36458714&loc=d3e689-108580

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=36458714&loc=SL7669619-108580

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=36458714&loc=d3e640-108580

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 17
-URI http://asc.fasb.org/extlink&oid=36458714&loc=d3e716-108580

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 16
-URI http://asc.fasb.org/extlink&oid=36458714&loc=d3e709-108580

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=36458714&loc=d3e637-108580

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=36458714&loc=d3e681-108580

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Reclassification Adjustments
-URI http://asc.fasb.org/extlink&oid=6522872

+ Details

Income Taxes

9 Months Ended

Sep. 30, 2014

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. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income (including the reversals of deferred tax liabilities) during the periods in which those deferred tax assets will become deductible. The Company’s management assesses available positive and negative evidence regarding the realizability of its deferred tax assets and records a valuation allowance when it is more likely than not that deferred tax assets will not be realized. To form a conclusion, management considers positive evidence in the form of reversing temporary differences, projections of future taxable income and tax planning strategies and negative evidence such as historical losses. Although the Company was not in a three-year cumulative loss position at the end of 2013, management determined that the modest level of cumulative pretax income supports the conclusion that the valuation allowance is still necessary. Management will continue to evaluate future financial performance to determine whether such performance is both sustained and significant enough to provide sufficient evidence to support reversal of the valuation allowance.

Employee Benefit Plans

9 Months Ended

Sep. 30, 2014

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,
	2014		2013		2014		2013
Service cost	$	24	$	29	$	5	$	14
Interest cost		50		48		22		29
Expected return on plan assets		(45)		(41)		(1)		(1)
Amortization of unrecognized (gain) loss and prior service cost (credit)		3		8		(19)		2
Settlement gain		(1)		(1)		—		—

Total	$	31	$	43	$	7	$	44


	Pension Benefits				Other Postretirement Benefits
	Nine Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
Service cost	$	73	$	94	$	14	$	42
Interest cost		151		142		66		85
Expected return on plan assets		(134)		(121)		(2)		(2)
Amortization of unrecognized (gain) loss and prior service cost (credit)		8		41		(58)		7
Curtailment loss		—		2		—		—
Settlement gain		(1)		(2)		—		—

Total	$	97	$	156	$	20	$	132

During the three and nine months ended September 30, 2014, the Company contributed $160 million and $278 million, respectively, to its tax-qualified defined benefit pension plans.

Settlement and Plan Remeasurement. During September 2014, the Company recognized a settlement gain of $1 million in earnings resulting from certain lump-sum payments under a separate defined benefit pension plan. Application of settlement accounting required the Company to remeasure the assets and liabilities of this plan in the third quarter of 2014. The Company remeasured the pension plan’s liabilities using an average weighted discount rate of 4.28% compared to the year-end 2013 discount rate of 5.09%. As a result of the settlement, the projected benefit obligation of the plan increased by $53 million and Other comprehensive gain decreased by an actuarial loss of $67 million. These items will also result in an increase of approximately $1 million in the expected net periodic benefit cost for the remainder of 2014. 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 2014, UAL granted share-based compensation awards pursuant to the United Continental Holdings, Inc. 2008 Incentive Compensation Plan. These share-based compensation awards include approximately 0.3 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 0.6 million performance-based RSUs that will vest based on the Company’s return on invested capital for the three years ending December 31, 2016. 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,
	2014		2013		2014		2013
Share-based compensation expense (a)	$	23	$	32	$	69	$	72

	September 30, 2014		December 31, 2013
Unrecognized share-based compensation	$	62	$	44

(a) Includes $3 million of expense recognized in merger integration-related costs for the nine months ended September 30, 2014. 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.

Profit Sharing Plans. Substantially all employees participated in profit sharing plans, which depending on the work group, pay from 5% to 20% 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 received 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 work groups. The international profit sharing plan paid eligible non-U.S. co-workers the same percentage of eligible pay that is calculated under the U.S. profit sharing plan for management and administrative employees. Profit sharing expense is recorded as a component of Salaries and related costs in the consolidated statements of operations.

Financial Instruments and Fair Value Measurements

9 Months Ended

Sep. 30, 2014

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, 2014								December 31, 2013
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
	UAL
Cash and cash equivalents	$	3,117	$	3,117	$	—	$	—	$	3,220	$	3,220	$	—	$	—
Short-term investments:
Asset-backed securities		908		—		908		—		694		—		694		—
Corporate debt		853		—		853		—		685		—		685		—
Certificates of deposit placed through an account registry service (“CDARS”)		305		—		305		—		301		—		301		—
Auction rate securities		26		—		—		26		105		—		—		105
U.S. government and agency notes		41		—		41		—		38		—		38		—
Other fixed income securities		264		—		264		—		78		—		78		—
Fuel derivatives, net		(114)		—		(114)		—		104		—		104		—
Enhanced equipment trust certificates (“EETC”)		28		—		—		28		61		—		—		61
Foreign currency derivative asset (liability), net		3		—		3		—		1		—		1		—
Restricted cash		316		316		—		—		395		395		—		—

	United
Cash and cash equivalents	$	3,111	$	3,111	$	—	$	—	$	3,214	$	3,214	$	—	$	—
Short-term investments:
Asset-backed securities		908		—		908		—		694		—		694		—
Corporate debt		853		—		853		—		685		—		685		—
CDARS		305		—		305		—		301		—		301		—
Auction rate securities		26		—		—		26		105		—		—		105
U.S. government and agency notes		41		—		41		—		38		—		38		—
Other fixed income securities		264		—		264		—		78		—		78		—
Fuel derivatives, net		(114)		—		(114)		—		104		—		104		—
EETC		28		—		—		28		61		—		—		61
Foreign currency derivative asset (liability), net		3		—		3		—		1		—		1		—
Restricted cash		316		316		—		—		395		395		—		—
Convertible debt derivative asset		498		—		—		498		480		—		—		480
Convertible debt option liability		(297)		—		—		(297)		(270)		—		—		(270)

Available-for-sale investment maturities - The short-term investments and EETC securities shown in the table above are classified as available-for-sale. As of September 30, 2014, asset-backed securities have remaining maturities of less than one year to approximately 40 years, corporate debt securities have remaining maturities of less than one year to approximately seven years, CDARS have maturities of less than one year, and auction rate securities have remaining maturities of approximately 24 to 32 years. U.S. government and other securities have maturities of less than one year to approximately four years. The EETC securities mature in 2019.

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


	Three Months Ended September 30,
	2014								2013
	UAL and United				United				UAL and United				United
	Student Loan-Related Auction Rate Securities		EETC		Convertible Debt Supplemental Derivative Asset		Convertible Debt Conversion Option Liability		Student Loan-Related Auction Rate Securities		EETC		Convertible Debt Supplemental Derivative Asset		Convertible Debt Conversion Option Liability

Balance at June 30	$	26	$	59	$	449	$	(263)	$	115	$	62	$	395	$	(199)
Purchases, (sales), issuances and (settlements) (net)		—		(30)		—		—		(9)		(2)		—		—
Gains and (losses):
Reported in earnings:
Realized		—		1		—		—		1		—		—		—
Unrealized		—		—		49		(34)		—		—		(19)		14
Reported in other comprehensive income (loss)		—		(2)		—		—		(3)		(1)		—		—

Balance at September 30	$	26	$	28	$	498	$	(297)	$	104	$	59	$	376	$	(185)


	Nine Months Ended September 30,
	2014								2013
	UAL and United				United				UAL and United				United
	Student Loan-Related Auction Rate Securities		EETC		Convertible Debt Supplemental Derivative Asset		Convertible Debt Conversion Option Liability		Student Loan-Related Auction Rate Securities		EETC		Convertible Debt Supplemental Derivative Asset		Convertible Debt Conversion Option Liability

Balance at January 1	$	105	$	61	$	480	$	(270)	$	116	$	63	$	268	$	(128)
Purchases, (sales), issuances and settlements (net)		(84)		(33)		(62)		34		(19)		(4)		—		—
Gains and (losses):
Reported in earnings:
Realized		10		1		(5)		5		3		—		—		—
Unrealized		—		—		85		(66)		1		—		108		(57)
Reported in other comprehensive income (loss)		(5)		(1)		—		—		3		—		—		—

Balance at September 30	$	26	$	28	$	498	$	(297)	$	104	$	59	$	376	$	(185)

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. Gains (losses) on these derivatives are recorded in Nonoperating income (expense): Miscellaneous, net in United’s Statements of Consolidated Operations. These derivatives along with their gains (losses) are reported in United’s separate financial statements and are 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, 2014										December 31, 2013
	Carrying Amount		Fair Value								Carrying Amount		Fair Value
			Total		Level 1		Level 2		Level 3				Total		Level 1		Level 2		Level 3
UAL debt	$	11,328	$	12,386	$	—	$	8,290	$	4,096	$	11,539	$	12,695	$	—	$	8,829	$	3,866
United debt		11,232		12,122		—		8,026		4,096		11,388		12,249		—		8,383		3,866

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

Item

Fair Value at
September 30, 2014

Valuation Technique

Unobservable Input

Weighted Average

Auction rate securities

Valuation Service / Broker Quotes

Broker quotes (a)

EETC

Discounted Cash Flows

Structure credit risk (b)

Convertible debt

derivative asset

498

Binomial Lattice Model

Expected volatility (c)

Own credit risk (d)

40%

Convertible debt

option liability

(297

)

Binomial Lattice Model

Expected volatility (c)

Own credit risk (d)

40%

(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 when pricing the instruments.

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

(d) Represents the Company-specific risk adjustment 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.

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Hedging Activities

9 Months Ended

Sep. 30, 2014

Hedging Activities

NOTE 7 - HEDGING ACTIVITIES

Fuel Derivatives

The Company routinely hedges a portion of its expected aircraft fuel requirements to protect against increases in the price of fuel. As of September 30, 2014, the Company had hedged approximately 39%, 24% and less than 1% of its projected fuel requirements (372 million gallons, 925 million gallons and 35 million gallons, respectively) for the remainder of 2014, 2015 and 2016, respectively, with commonly used financial hedge instruments based on aircraft fuel or crude oil. As of September 30, 2014, the Company had fuel hedges expiring through March 2016. 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. Instruments 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 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 cash flow hedge exceeds the change in the value of the Company’s expected future cash outlay to purchase 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 (a collar with a higher strike sold call option). 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 settles 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 table below presents the fair value amounts of fuel derivative assets and liabilities and the location of amounts recognized in the Company’s financial statements.

The Company’s derivatives were reported in its consolidated balance sheets as follows (in millions):


Classification	Balance Sheet Location	September 30, 2014		December 31, 2013
Derivatives designated as cash flow hedges
Assets:
Fuel contracts due within one year	Receivables	$	—	$	19
Fuel contracts with maturities greater than one year	Other assets: Other, net		—		6

Total assets		$	—	$	25

Liabilities:
Fuel contracts due within one year	Current liabilities: Other	$	66	$	—
Fuel contracts with maturities greater than one year	Other liabilities and deferred credits: Other		16		—

Total liabilities		$	82	$	—

Derivatives not designated for hedge accounting
Assets:
Fuel contracts due within one year	Receivables	$	—	$	70
Fuel contracts with maturities greater than one year	Other assets: Other, net		1		9

Total assets		$	1	$	79

Liabilities:
Fuel contracts due within one year	Current liabilities: Other	$	27	$	—
Fuel contracts with maturities greater than one year	Other liabilities and deferred credits: Other		6		—

Total liabilities		$	33	$	—

Total derivatives
Assets:
Fuel contracts due within one year	Receivables	$	—	$	89
Fuel contracts with maturities greater than one year	Other assets: Other, net		1		15

Total assets		$	1	$	104

Liabilities:
Fuel contracts due within one year	Current liabilities: Other	$	93	$	—
Fuel contracts with maturities greater than one year	Other liabilities and deferred credits: Other		22		—

Total liabilities		$	115	$	—

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 Company did not post or hold collateral as of September 30, 2014 and December 31, 2013.

We have master trading agreements with all of our fuel hedging counterparties that allow us to net our fuel hedge derivative positions. We have elected not to net the fair value positions recorded on our consolidated balance sheets. The following table shows the potential net fair value positions (including fuel derivatives and related collateral) had we elected to offset. The table reflects offset at the counterparty level (in millions):


	September 30, 2014			December 31, 2013
Receivables	$	—		$	89
Other assets: Other, net		—			15
Current liabilities: Other		(93	)		—
Other liabilities and deferred credits: Other		(21	)		—

Hedge derivatives assets (liabilities), net	$	(114	)	$	104

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 (Loss) Recognized in AOCI on Derivatives (Effective Portion)					Gain Reclassified from AOCI into Fuel Expense				Amount of Gain (Loss) Recognized in Nonoperating income (expense): Miscellaneous, net (Ineffective Portion)
	Three Months Ended September 30,					Three Months Ended September 30,				Three Months Ended September 30,
	2014			2013		2014		2013		2014			2013
Fuel contracts	$	(120	)	$	44	$	—	$	14	$	(8	)	$	1

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,
	2014			2013		2014			2013			2014			2013
Fuel contracts	$	(99	)	$	16	$	(4	)	$	(4	)	$	(4	)	$	—

Derivatives not designated for hedge accounting


Fuel contracts
	Three Months Ended September 30,					Nine Months Ended September 30,
	2014			2013		2014			2013
Amount of gain (loss) recognized in Nonoperating income (expense): Miscellaneous, net	$	(102	)	$	61	$	(103	)	$	30

Commitments and Contingencies

The entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/presentationRef
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+ Details

Commitments and Contingencies

9 Months Ended

Sep. 30, 2014

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Commitments. As of September 30, 2014, United had firm commitments 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		39
Boeing 737 MAX 9		100
Boeing 787-8/-9/-10		53
Embraer 175		22
(a) United also has options and purchase rights for additional aircraft.

The aircraft listed in the table above are scheduled for delivery for the remainder of 2014 through 2025. In the remainder of 2014, United expects to take delivery of five Boeing 737-900ER aircraft, one Boeing 787-8 aircraft, one Boeing 787-9 aircraft and 11 Embraer 175 aircraft.

The table below summarizes United’s commitments as of September 30, 2014, 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 billions)
Last three months of 2014	$	1.1
2015		3.0
2016		1.7
2017		1.2
2018		2.1
After 2018		13.5

	$	22.6

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.

As of September 2014, United has arranged for EETC and bank debt financing for all 2014 aircraft deliveries and 20 of our 2015 aircraft deliveries, including 11 Boeing 737-900ER aircraft, four Boeing 787-9 aircraft and five Embraer 175 aircraft. 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. 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.

Aircraft Operating Leases and Capacity Purchase Agreements

In September 2014, United entered into an amendment to a contract with Shuttle America Corporation (“Shuttle America”), a wholly-owned subsidiary of Republic Airways Holdings, for Shuttle America to operate 50 new Embraer 175 aircraft under the United Express brand and extend the term of 38 existing Embraer 170 aircraft operating under the United Express brand. Shuttle America will acquire fifty 76-seat Embraer 175 aircraft with deliveries from 2015 through 2017, although United has the right to acquire the aircraft under certain circumstances and lease the aircraft to Shuttle America. These 50 aircraft are in addition to United’s other 70 Embraer 175 aircraft that are currently being operated or will in the future be operated by different United Express carriers under capacity purchase agreements (“CPAs”). In a separate but related amendment with Republic Airways Holdings Inc. and its subsidiary, Republic Airline Inc. (“Republic”), United and Republic agreed to remove 31 Q400 aircraft from United Express service in 2015 and 2016.

The table below summarizes the Company’s future payments through the end of the terms of our CPAs, 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 or ownership costs under CPAs, including estimated commitments under the Shuttle America contract for the Embraer 175 aircraft which will be delivered starting in 2015.


(In millions)	Capacity Purchase Agreements		Aircraft Operating Leases
Last three months of 2014	$	460	$	296
2015		1,665		1,442
2016		1,531		1,265
2017		1,479		1,190
2018		1,416		960
After 2018		5,054		3,194

	$	11,605	$	8,347

Facility and Other Operating Leases

In September 2014, United entered into a 10-year lease extension through 2035 with the City and County of Denver to continue its use of the airport terminal space at Denver International Airport. This extension is expected to result in annual cost savings for the Company through the original lease term end date of 2025. 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.


(In millions)	Facility and Other Operating Leases
Last three months of 2014	$	284
2015		953
2016		828
2017		793
2018		671
After 2018		7,458

	$	10,987

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 $280 million of these obligations are accounted for as capital leases. All of 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, 2014, the Company had $2.5 billion of floating rate debt and $168 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 $2.6 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. As of September 30, 2014, United had its entire capacity of $1.35 billion available under the revolving credit facility of the Company’s Credit and Guaranty Agreement (the “Credit Agreement”). See Note 9 of this report for additional information.

Labor Negotiations. As of September 30, 2014, United had approximately 85,000 active employees, of whom approximately 80% were represented by various labor organizations. We are currently in the process of negotiating amended collective bargaining agreements with our employee groups without joint collective bargaining agreements, including our technicians and flight attendants.

Debt

9 Months Ended

Sep. 30, 2014

Debt

NOTE 9 - DEBT

As of September 30, 2014, 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, 2014, the Company was in compliance with its debt covenants.

4.5% Convertible Notes. During the second quarter of 2014, UAL used cash to purchase and retire $28 million aggregate principal amount of its 4.5% Convertible Notes in market transactions. As of September 30, 2014, the outstanding balance is $202 million.

6% Convertible Senior Notes. During the three months ended March 31, 2014, UAL issued approximately five million shares of UAL common stock in exchange for, or upon conversion of, $46 million in aggregate principal amount of UAL’s outstanding 6% convertible senior notes due 2029 held by the holders of these notes. As of September 30, 2014, the outstanding balance is $58 million. In October 2014, UAL notified holders of these notes of its intention to redeem the remaining notes outstanding with the redemption scheduled to occur in late November 2014. The holders of these notes have the right to convert their notes into shares of UAL common stock prior to redemption at a conversion rate of 115.1013 per $1,000 principal amount of notes. If all of the holders of these notes exercise their conversion right, UAL would issue approximately 6.7 million shares of UAL common stock upon conversion.

8% Notes Due 2024. UAL redeemed in cash at par value all $400 million aggregate principal amount of its 8% Notes due 2024 on January 17, 2014.

4.5% Senior Limited-Subordination Convertible Notes. On January 10, 2014, UAL called the 4.5% Notes that remained outstanding for redemption on February 10, 2014. In the first quarter of 2014, holders of substantially all of the remaining $156 million outstanding principal amount of the 4.5% Notes exercised their right to convert such notes into approximately five million shares of UAL common stock at a conversion rate of 30.6419 shares of UAL common stock per $1,000 principal amount of 4.5% Notes.

2013 Credit and Guaranty Agreement. In September 2014, United borrowed a $500 million term loan under the Credit Agreement. The loan is due September 2021 and bears interest at LIBOR plus a margin of 3.0% per annum. The $500 million term loan ranks pari passu with the $900 million term loan that United originally borrowed under the Credit Agreement, of which $887 million is outstanding. Also in September 2014, UAL amended its revolving credit facility under the Credit Agreement increasing the capacity from $1.0 billion to $1.35 billion and establishing the maturity date for $1.315 billion in lender commitments as January 2, 2019.

As of September 30, 2014, United had its entire capacity of $1.35 billion available under the revolving credit facility of the Company’s Credit Agreement. See Note 11 in the 2013 Annual Report for additional information on the terms of the Credit Agreement.

6.75% Senior Secured Notes. In September 2014, United retired, at par, the entire $800 million principal balance of the 6.75% Senior Secured Notes.

6% Convertible Junior Subordinated Debentures. On October 10, 2014, United used cash to retire, at par, the entire $248 million principal balance of the 6% Convertible Junior Subordinated Debentures and the 6% Convertible Preferred Securities, Term Income Deferrable Equity Securities (TIDES). United will account for this debt extinguishment as a component of Special charges in Nonoperating income (expense): Miscellaneous, net for approximately $65 million in the fourth quarter of 2014.

EETCs. In August 2014, April 2014 and August 2013, 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 depositary 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 expects to receive all proceeds from these pass-through trusts by the end of 2015. Certain details of the pass-through trusts are as follows (in millions, except stated interest rate):


EETC Date	Class	Principal		Final expected distribution date	Stated interest rate		Total debt recorded as of September 30, 2014		Proceeds received from issuance of debt in the nine months ended September 30, 2014		Remaining proceeds from issuance of debt to be received in future periods
August 2014	A	$	823	September 2026		3.75%	$	—	$	—	$	823
August 2014	B		238	September 2022		4.625%		—		—		238
April 2014	A		736	April 2026		4.0%		427		427		309
April 2014	B		213	April 2022		4.75%		123		123		90
August 2013	A		720	August 2025		4.3%		720		567		—
August 2013	B		209	August 2021		5.375%		209		165		—

		$	2,939				$	1,479	$	1,282	$	1,460

The table below presents contractual principal payments at September 30, 2014 under then-outstanding long-term debt agreements in each of the next five calendar years (in millions):


	UAL		United
Last three months of 2014	$	485	$	485
2015		1,301		1,301
2016		1,156		1,156
2017		716		716
2018		1,231		1,231
After 2018		6,603		6,545

	$	11,492	$	11,434

Special Charges

9 Months Ended

Sep. 30, 2014

Special Charges

NOTE 10 - 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,
Operating:	2014		2013		2014		2013
Integration-related costs	$	28	$	50	$	79	$	165
Severance and benefits		6		—		58		14
Labor agreement costs		—		127		—		127
Costs associated with permanently grounding Embraer ERJ 135 aircraft		—		—		66		—
Impairment of assets held for disposal		—		—		33		—
Additional costs associated with the temporarily grounded Boeing 787 aircraft		—		—		—		18
Losses on sale of assets and other special (gains) losses, net		9		34		28		31

Special charges		43		211		264		355
Nonoperating:
Venezuela currency loss		—		—		21		—
Income tax benefit		(3)		—		(4)		—

Total operating and nonoperating special charges, net of income taxes	$	40	$	211	$	281	$	355

2014

Integration-related costs include compensation costs related to systems integration, training, severance and relocation for employees.

During the nine months ended September 30, 2014, the Company recorded $58 million of severance and benefits primarily related to reductions of management and front-line employees, including from Hopkins International Airport (“Cleveland”), as part of its cost savings initiatives. The Company reduced its average daily departures from Cleveland by over 60 percent during the second quarter of 2014. The Company is currently evaluating its options regarding its long-term contractual commitments at Cleveland. The capacity reductions at Cleveland may result in further special charges, which could be significant, related to our contractual commitments.

During the nine months ended September 30, 2014, the Company recorded $66 million for the permanent grounding of 21 of the Company’s Embraer ERJ 135 regional aircraft under lease through 2018, which includes an accrual for remaining lease payments and an amount for maintenance return conditions. As a result of the current fuel prices, new Embraer 175 regional jet deliveries and impact of pilot shortages at regional carriers, the Company decided to permanently ground these 21 Embraer ERJ 135 aircraft. The Company continues to operate nine Embraer ERJ 135 aircraft and will assess the possibility of grounding those aircraft when the term of the current capacity purchase contract ends.

During the nine months ended September 30, 2014, the Company recorded $33 million for charges related primarily to impairment of its flight equipment held for disposal associated with its Boeing 737-300 and 737-500 fleets.

During the nine months ended September 30, 2014, the Company recorded $21 million of losses as part of Nonoperating income (expense): Miscellaneous, net due to ongoing negotiations applicable to funds held in local Venezuelan currency. Approximately $100 million of the Company’s unrestricted cash balance was held as Venezuelan bolivars as of September 30, 2014.

In the third quarter of 2014, United and the Association of Flight Attendants announced that United will offer certain of its flight attendants an enhanced early out program, which allows eligible participants a one-time opportunity to voluntarily separate from the Company and receive a severance payment, with a maximum value of $100,000 per participant. The Company is targeting approximately 2,100 participants, although the actual number of participants is unknown at this time, and may be more or fewer than 2,100. United also announced that it is recalling all flight attendants who are on voluntary and involuntary furlough.

2013

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

During the nine months ended September 30, 2013, the Company recorded $14 million associated with a voluntary program offered by United in which certain 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 October 2013, fleet service, passenger service and storekeeper employees represented by the International Association of Machinists ratified a joint collective bargaining agreement with the Company. The Company recorded a $127 million special charge for lump sum payments made in conjunction with the ratification. The lump sum payments were not in lieu of future pay increases. The Company completed substantially all cash payments in 2013.

During the three months ended September 30, 2013, the Company adjusted its reserves for certain legal matters by $34 million. For the nine months ended September 30, 2013, the Company also 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, 2013, the Company recorded $18 million associated with the temporary grounding of its Boeing 787 aircraft. The charges were 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.

Accruals

The accrual for severance and medical costs was $70 million as of September 30, 2014, compared to $29 million as of September 30, 2013. The severance-related accrual as of September 30, 2014 is expected to be paid through 2015.

Significant Accounting Policies (Policies)	9 Months Ended
Significant Accounting Policies (Policies)	Sep. 30, 2014
Frequent Flyer Accounting	Frequent Flyer Accounting. On March 30, 2014, US Airways exited Star Alliance. Effective with the exit date, the Company updated its estimated selling price for miles to a value based on the equivalent ticket value less fulfillment discount, which incorporates the expected redemption of miles. The equivalent ticket value used as the basis for the estimated selling price of miles is based on the prior 12 months’ weighted average equivalent ticket value of similar fares as those used to settle award redemptions while taking into consideration such factors as redemption pattern, cabin class, loyalty status and geographic region. The estimated selling price of miles is adjusted by a fulfillment discount that considers a number of factors, including redemption patterns of various customer groups. This change in estimate was applied on a prospective basis beginning April 1, 2014. The estimated impact of this change on consolidated revenue is expected to be an increase of approximately $75 million in 2014. During the third quarter of 2014, the Company refined its estimate of the number of miles that have been redeemed for award travel, but for which travel has not occurred, to a computation that uses actual miles open versus a historical average. Although this change is not expected to significantly impact the reported amount of passenger revenue recognized in 2014 or in any future years, the new estimate will likely result in more seasonality in the results between quarters. The Company expects that based on historical redemption and travel patterns, using the revised method will result in lower revenue from frequent flyer awards redeemed during the first quarter and higher revenue during the third quarter in future periods than historical amounts, with minimal differences during the second and fourth quarters.
Related Party Receivables	Related Party Receivables. At December 31, 2013, United had receivables from two affiliates, which were wholly-owned subsidiaries of UAL, of $232 million that were classified against stockholder’s equity. UAL transferred all of its equity interest in each of the two subsidiaries to United in the first quarter of 2014, and the transfers have been reflected as reductions in paid in capital.
Recently Issued Accounting Standards	Recently Issued Accounting Standards. In May 2014, the Financial Accounting Standards Board (“FASB”) amended the FASB Accounting Standards Codification and created a new Topic 606, Revenue from Contracts with Customers. This amendment prescribes that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendment supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification. The amendments will become effective for the Company’s annual and interim reporting periods beginning January 1, 2017. The Company is evaluating the impact on its financial statements.

Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2014

Computation of Earnings Per Share


	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
Basic earnings per share:
Net income	$	924	$	379	$	1,104	$	431
Less: Income allocable to participating securities		(1)		(1)		(2)		(1)

Earnings available to common stockholders	$	923	$	378	$	1,102	$	430

Basic weighted-average shares outstanding		370		357		370		343

Earnings per share, basic	$	2.49	$	1.06	$	2.97	$	1.25

Diluted earnings per share:
Earnings available to common stockholders	$	923	$	378	$	1,102	$	430
Effect of convertible notes		6		9		20		20

Earnings available to common stockholders including the effect of dilutive securities	$	929	$	387	$	1,122	$	450

Diluted shares outstanding:
Basic weighted-average shares outstanding		370		357		370		343
Effect of convertible notes		22		37		24		46
Effect of employee stock options		—		1		1		1

Diluted weighted-average shares outstanding		392		395		395		390

Earnings per share, diluted	$	2.37	$	0.98	$	2.84	$	1.15

Potentially dilutive shares excluded from diluted per share amounts:
Restricted stock and stock options		1		3		1		3
Convertible notes		—		—		—		4

Accumulated Other Comprehensive Income (Loss) (Tables)

9 Months Ended

Sep. 30, 2014

Components of Accumulated Other Comprehensive Income (Loss), Net of Tax

The tables below present the components of the Company’s accumulated other comprehensive income (loss), net of tax (“AOCI”) (in millions):


UAL (a)	Pension and Other Postretirement Liabilities		Derivative Contracts		Investments and Other		Total
Balance at June 30, 2014	$	545	$	36	$	8	$	589
Changes in value		(66)		(120)		3		(183)
Amounts reclassified to earnings		(16)		—		(2)		(18)

Net change		(82)		(120)		1		(201)

Balance at September 30, 2014	$	463	$	(84)	$	9	$	388

Balance at December 31, 2013	$	584	$	11	$	13	$	608
Changes in value		(71)		(99)		4		(166)
Amounts reclassified to earnings		(50)		4		(8)		(54)

Net change		(121)		(95)		(4)		(220)

Balance at September 30, 2014	$	463	$	(84)	$	9	$	388


UAL (a)	Pension and Other Postretirement Liabilities		Derivative Contracts		Investments and Other		Total
Balance at June 30, 2013	$	(562)	$	(20)	$	13	$	(569)
Changes in value		41		44		(5)		80
Amounts reclassified to earnings		10		(14)		—		(4)

Net change		51		30		(5)		76

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

Balance at December 31, 2012	$	(1,042)	$	(10)	$	6	$	(1,046)
Changes in value		483		16		2		501
Amounts reclassified to earnings		48		4		—		52

Net change		531		20		2		553

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


Details about AOCI Components	Amount Reclassified from AOCI to Income										Affected Line Item in the Statements of Consolidated Operations
	Three Months Ended September 30,					Nine Months Ended September 30,
	2014		2013			2014			2013
Derivatives designated as cash flow hedges
Fuel contracts-reclassifications of (gains) losses into earnings (b)	$	—	$	(14	)	$	4		$	4	Aircraft fuel
Amortization of pension and post-retirement items
Amortization of unrecognized (gains) losses and prior service cost (credit) (b) (c)	$	(16)	$	10		$	(50	)	$	48	Salaries and related costs
Investments and other
Available for sale securities-reclassifications of gains into earnings (b)	$	(2)	$	—		$	(8	)	$	—	Miscellaneous, net

(b)	Income tax expense for these items was offset by the Company’s valuation allowance.

(c) This AOCI component is included in the computation of net periodic pension and other postretirement costs (see Note 5 of this report for additional information).

Employee Benefit Plans (Tables)

9 Months Ended

Sep. 30, 2014

Components of Net Periodic Benefit Cost

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,
	2014		2013		2014		2013
Service cost	$	24	$	29	$	5	$	14
Interest cost		50		48		22		29
Expected return on plan assets		(45)		(41)		(1)		(1)
Amortization of unrecognized (gain) loss and prior service cost (credit)		3		8		(19)		2
Settlement gain		(1)		(1)		—		—

Total	$	31	$	43	$	7	$	44


	Pension Benefits				Other Postretirement Benefits
	Nine Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
Service cost	$	73	$	94	$	14	$	42
Interest cost		151		142		66		85
Expected return on plan assets		(134)		(121)		(2)		(2)
Amortization of unrecognized (gain) loss and prior service cost (credit)		8		41		(58)		7
Curtailment loss		—		2		—		—
Settlement gain		(1)		(2)		—		—

Total	$	97	$	156	$	20	$	132

Share-Based Compensation Expense

The table below presents information related to share-based compensation (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
Share-based compensation expense (a)	$	23	$	32	$	69	$	72

	September 30, 2014		December 31, 2013
Unrecognized share-based compensation	$	62	$	44

Financial Instruments and Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2014

Financial Assets and Liabilities Measured at Fair Value on Recurring Basis

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, 2014								December 31, 2013
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
	UAL
Cash and cash equivalents	$	3,117	$	3,117	$	—	$	—	$	3,220	$	3,220	$	—	$	—
Short-term investments:
Asset-backed securities		908		—		908		—		694		—		694		—
Corporate debt		853		—		853		—		685		—		685		—
Certificates of deposit placed through an account registry service (“CDARS”)		305		—		305		—		301		—		301		—
Auction rate securities		26		—		—		26		105		—		—		105
U.S. government and agency notes		41		—		41		—		38		—		38		—
Other fixed income securities		264		—		264		—		78		—		78		—
Fuel derivatives, net		(114)		—		(114)		—		104		—		104		—
Enhanced equipment trust certificates (“EETC”)		28		—		—		28		61		—		—		61
Foreign currency derivative asset (liability), net		3		—		3		—		1		—		1		—
Restricted cash		316		316		—		—		395		395		—		—

	United
Cash and cash equivalents	$	3,111	$	3,111	$	—	$	—	$	3,214	$	3,214	$	—	$	—
Short-term investments:
Asset-backed securities		908		—		908		—		694		—		694		—
Corporate debt		853		—		853		—		685		—		685		—
CDARS		305		—		305		—		301		—		301		—
Auction rate securities		26		—		—		26		105		—		—		105
U.S. government and agency notes		41		—		41		—		38		—		38		—
Other fixed income securities		264		—		264		—		78		—		78		—
Fuel derivatives, net		(114)		—		(114)		—		104		—		104		—
EETC		28		—		—		28		61		—		—		61
Foreign currency derivative asset (liability), net		3		—		3		—		1		—		1		—
Restricted cash		316		316		—		—		395		395		—		—
Convertible debt derivative asset		498		—		—		498		480		—		—		480
Convertible debt option liability		(297)		—		—		(297)		(270)		—		—		(270)

Activity for "Level Three" Financial Assets and Financial Liabilities

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


	Three Months Ended September 30,
	2014								2013
	UAL and United				United				UAL and United				United
	Student Loan-Related Auction Rate Securities		EETC		Convertible Debt Supplemental Derivative Asset		Convertible Debt Conversion Option Liability		Student Loan-Related Auction Rate Securities		EETC		Convertible Debt Supplemental Derivative Asset		Convertible Debt Conversion Option Liability

Balance at June 30	$	26	$	59	$	449	$	(263)	$	115	$	62	$	395	$	(199)
Purchases, (sales), issuances and (settlements) (net)		—		(30)		—		—		(9)		(2)		—		—
Gains and (losses):
Reported in earnings:
Realized		—		1		—		—		1		—		—		—
Unrealized		—		—		49		(34)		—		—		(19)		14
Reported in other comprehensive income (loss)		—		(2)		—		—		(3)		(1)		—		—

Balance at September 30	$	26	$	28	$	498	$	(297)	$	104	$	59	$	376	$	(185)


	Nine Months Ended September 30,
	2014								2013
	UAL and United				United				UAL and United				United
	Student Loan-Related Auction Rate Securities		EETC		Convertible Debt Supplemental Derivative Asset		Convertible Debt Conversion Option Liability		Student Loan-Related Auction Rate Securities		EETC		Convertible Debt Supplemental Derivative Asset		Convertible Debt Conversion Option Liability

Balance at January 1	$	105	$	61	$	480	$	(270)	$	116	$	63	$	268	$	(128)
Purchases, (sales), issuances and settlements (net)		(84)		(33)		(62)		34		(19)		(4)		—		—
Gains and (losses):
Reported in earnings:
Realized		10		1		(5)		5		3		—		—		—
Unrealized		—		—		85		(66)		1		—		108		(57)
Reported in other comprehensive income (loss)		(5)		(1)		—		—		3		—		—		—

Balance at September 30	$	26	$	28	$	498	$	(297)	$	104	$	59	$	376	$	(185)

Carrying Values and Estimated Fair Values of Financial Instruments

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, 2014										December 31, 2013
	Carrying Amount		Fair Value								Carrying Amount		Fair Value
			Total		Level 1		Level 2		Level 3				Total		Level 1		Level 2		Level 3
UAL debt	$	11,328	$	12,386	$	—	$	8,290	$	4,096	$	11,539	$	12,695	$	—	$	8,829	$	3,866
United debt		11,232		12,122		—		8,026		4,096		11,388		12,249		—		8,383		3,866

Fair Value Methodology for Financial Instruments

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.

Level 3

Fair Value Methodology for Financial Instruments

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

Item

Fair Value at
September 30, 2014

Valuation Technique

Unobservable Input

Weighted Average

Auction rate securities

Valuation Service / Broker Quotes

Broker quotes (a)

EETC

Discounted Cash Flows

Structure credit risk (b)

Convertible debt

derivative asset

498

Binomial Lattice Model

Expected volatility (c)

Own credit risk (d)

40%

Convertible debt

option liability

(297

)

Binomial Lattice Model

Expected volatility (c)

Own credit risk (d)

40%

(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 when pricing the instruments.

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

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

Hedging Activities (Tables)

9 Months Ended

Sep. 30, 2014

Description of Derivative Instruments

The Company’s derivatives were reported in its consolidated balance sheets as follows (in millions):


Classification	Balance Sheet Location	September 30, 2014		December 31, 2013
Derivatives designated as cash flow hedges
Assets:
Fuel contracts due within one year	Receivables	$	—	$	19
Fuel contracts with maturities greater than one year	Other assets: Other, net		—		6

Total assets		$	—	$	25

Liabilities:
Fuel contracts due within one year	Current liabilities: Other	$	66	$	—
Fuel contracts with maturities greater than one year	Other liabilities and deferred credits: Other		16		—

Total liabilities		$	82	$	—

Derivatives not designated for hedge accounting
Assets:
Fuel contracts due within one year	Receivables	$	—	$	70
Fuel contracts with maturities greater than one year	Other assets: Other, net		1		9

Total assets		$	1	$	79

Liabilities:
Fuel contracts due within one year	Current liabilities: Other	$	27	$	—
Fuel contracts with maturities greater than one year	Other liabilities and deferred credits: Other		6		—

Total liabilities		$	33	$	—

Total derivatives
Assets:
Fuel contracts due within one year	Receivables	$	—	$	89
Fuel contracts with maturities greater than one year	Other assets: Other, net		1		15

Total assets		$	1	$	104

Liabilities:
Fuel contracts due within one year	Current liabilities: Other	$	93	$	—
Fuel contracts with maturities greater than one year	Other liabilities and deferred credits: Other		22		—

Total liabilities		$	115	$	—

Offsetting Assets and Liabilities

The following table shows the potential net fair value positions (including fuel derivatives and related collateral) had we elected to offset. The table reflects offset at the counterparty level (in millions):


	September 30, 2014			December 31, 2013
Receivables	$	—		$	89
Other assets: Other, net		—			15
Current liabilities: Other		(93	)		—
Other liabilities and deferred credits: Other		(21	)		—

Hedge derivatives assets (liabilities), net	$	(114	)	$	104

Schedule of Gains (Losses) on Derivative Instruments

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 (Loss) Recognized in AOCI on Derivatives (Effective Portion)					Gain Reclassified from AOCI into Fuel Expense				Amount of Gain (Loss) Recognized in Nonoperating income (expense): Miscellaneous, net (Ineffective Portion)
	Three Months Ended September 30,					Three Months Ended September 30,				Three Months Ended September 30,
	2014			2013		2014		2013		2014			2013
Fuel contracts	$	(120	)	$	44	$	—	$	14	$	(8	)	$	1

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,
	2014			2013		2014			2013			2014			2013
Fuel contracts	$	(99	)	$	16	$	(4	)	$	(4	)	$	(4	)	$	—

Schedule of Derivative Instruments not Designated as Hedges Gains (Losses)

Derivatives not designated for hedge accounting


Fuel contracts
	Three Months Ended September 30,					Nine Months Ended September 30,
	2014			2013		2014			2013
Amount of gain (loss) recognized in Nonoperating income (expense): Miscellaneous, net	$	(102	)	$	61	$	(103	)	$	30

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2014

Firm Commitments to Purchase Aircraft

As of September 30, 2014, United had firm commitments 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		39
Boeing 737 MAX 9		100
Boeing 787-8/-9/-10		53
Embraer 175		22
(a) United also has options and purchase rights for additional aircraft.

Schedule of Acquisition of Aircrafts and Related Spare Engines


	(in billions)
Last three months of 2014	$	1.1
2015		3.0
2016		1.7
2017		1.2
2018		2.1
After 2018		13.5

	$	22.6

Summary of Scheduled Future Minimum Lease Payments Under Aircraft Operating Leases and Capacity Purchase Agreements


(In millions)	Capacity Purchase Agreements		Aircraft Operating Leases
Last three months of 2014	$	460	$	296
2015		1,665		1,442
2016		1,531		1,265
2017		1,479		1,190
2018		1,416		960
After 2018		5,054		3,194

	$	11,605	$	8,347

Schedule of Future Minimum Rental Payments for Operating Leases

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.


(In millions)	Facility and Other Operating Leases
Last three months of 2014	$	284
2015		953
2016		828
2017		793
2018		671
After 2018		7,458

	$	10,987

Debt (Tables)

9 Months Ended

Sep. 30, 2014

Details of Pass Through Trusts

Certain details of the pass-through trusts are as follows (in millions, except stated interest rate):


EETC Date	Class	Principal		Final expected distribution date	Stated interest rate		Total debt recorded as of September 30, 2014		Proceeds received from issuance of debt in the nine months ended September 30, 2014		Remaining proceeds from issuance of debt to be received in future periods
August 2014	A	$	823	September 2026		3.75%	$	—	$	—	$	823
August 2014	B		238	September 2022		4.625%		—		—		238
April 2014	A		736	April 2026		4.0%		427		427		309
April 2014	B		213	April 2022		4.75%		123		123		90
August 2013	A		720	August 2025		4.3%		720		567		—
August 2013	B		209	August 2021		5.375%		209		165		—

		$	2,939				$	1,479	$	1,282	$	1,460

Contractual Principal Payments

The table below presents contractual principal payments at September 30, 2014 under then-outstanding long-term debt agreements in each of the next five calendar years (in millions):


	UAL		United
Last three months of 2014	$	485	$	485
2015		1,301		1,301
2016		1,156		1,156
2017		716		716
2018		1,231		1,231
After 2018		6,603		6,545

	$	11,492	$	11,434

Components of Special Charges

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6479336&loc=d3e64711-112823

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=34725769&loc=d3e28878-108400

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21538-112644

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28541-108399

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28551-108399

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21521-112644

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 22
-Article 5

+ Details

Special Charges (Tables)

9 Months Ended

Sep. 30, 2014

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,
Operating:	2014		2013		2014		2013
Integration-related costs	$	28	$	50	$	79	$	165
Severance and benefits		6		—		58		14
Labor agreement costs		—		127		—		127
Costs associated with permanently grounding Embraer ERJ 135 aircraft		—		—		66		—
Impairment of assets held for disposal		—		—		33		—
Additional costs associated with the temporarily grounded Boeing 787 aircraft		—		—		—		18
Losses on sale of assets and other special (gains) losses, net		9		34		28		31

Special charges		43		211		264		355
Nonoperating:
Venezuela currency loss		—		—		21		—
Income tax benefit		(3)		—		(4)		—

Total operating and nonoperating special charges, net of income taxes	$	40	$	211	$	281	$	355

Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Frequent Flyer
Significant Accounting Policies [Line Items]
Estimated impact of change on consolidated revenue	$ 75
United Airlines, Inc.
Significant Accounting Policies [Line Items]
Receivable from related parties	$ 3	$ 232

Computation of Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Basic earnings per share:
Net income	$ 924	$ 379	$ 1,104	$ 431
Less: Income allocable to participating securities	(1)	(1)	(2)	(1)
Earnings available to common stockholders	$ 923	$ 378	$ 1,102	$ 430
Basic weighted-average shares outstanding	370	357	370	343
Earnings per share, basic	$ 2.49	$ 1.06	$ 2.97	$ 1.25
Diluted earnings per share:
Earnings available to common stockholders	$ 923	$ 378	$ 1,102	$ 430
Effect of convertible notes	6	9	20	20
Earnings available to common stockholders including the effect of dilutive securities	$ 929	$ 387	$ 1,122	$ 450
Diluted shares outstanding:
Basic weighted-average shares outstanding	370	357	370	343
Effect of convertible notes	22	37	24	46
Effect of employee stock options		1	1	1
Diluted weighted-average shares outstanding	392	395	395	390
Earnings per share, diluted	$ 2.37	$ 0.98	$ 2.84	$ 1.15
Restricted Stock And Stock Options
Potentially dilutive shares excluded from diluted per share amounts:
Potentially dilutive shares excluded from diluted per share amounts	1	3	1	3
Convertible Notes
Potentially dilutive shares excluded from diluted per share amounts:
Potentially dilutive shares excluded from diluted per share amounts				4

Earnings Per Share - Additional Information (Detail) shares in Millions, $ in Millions			1 Months Ended	3 Months Ended		9 Months Ended
	Oct. 23, 2014 USD ($) shares	Jul. 24, 2014 USD ($) Agreement shares	Sep. 30, 2014 USD ($) shares	Jun. 30, 2014 USD ($)	Mar. 31, 2014 USD ($) shares	Sep. 30, 2014 USD ($)	Sep. 30, 2013 USD ($)	Jan. 10, 2014
Computation of Earnings Per Share [Line Items]
Aggregate principal amount of convertible senior notes exchanged						$ 202	$ 240
Share repurchase program authorized amount		$ 1,000
Number of accelerated shares repurchase programs \| Agreement		2
Agreement to repurchase through an accelerated share repurchase program		$ 200
Payments for repurchases of common stock						$ 220
Accelerated Share Repurchase Program
Computation of Earnings Per Share [Line Items]
Payments for repurchases of common stock		$ 200
Number of shares repurchased \| shares		4.4
Open Market Repurchases
Computation of Earnings Per Share [Line Items]
Payments for repurchases of common stock			$ 20
Number of shares repurchased \| shares			0.4
Unsecured Debt
Computation of Earnings Per Share [Line Items]
Debt instrument convertible stated interest rate					4.50%			4.50%
Debt instrument maturity year					2021
Common stock issued in exchange for convertible notes \| shares					5.0
Aggregate principal amount of convertible senior notes exchanged					$ 156
Debt instrument conversion rate					30.6419
4.5% Convertible Notes Due 2015
Computation of Earnings Per Share [Line Items]
Debt purchased and retired				$ 28
Debt instrument convertible stated interest rate			4.50%	4.50%		4.50%
Debt instrument maturity year				2015
Outstanding balance of debt instrument			$ 202			$ 202
6% Convertible Senior Notes
Computation of Earnings Per Share [Line Items]
Debt instrument convertible stated interest rate					6.00%
Debt instrument maturity year					2029
Common stock issued in exchange for convertible notes \| shares					5.0
Aggregate principal amount of convertible senior notes exchanged					$ 46
Outstanding balance of debt instrument			$ 58			$ 58
Subsequent Event \| 6% Convertible Senior Notes
Computation of Earnings Per Share [Line Items]
Common stock issued in exchange for convertible notes \| shares	6.7
Outstanding balance of debt instrument	$ 58
Note redemption date	2014-11
Debt instrument conversion rate	115.1013

Components of Accumulated Other Comprehensive Income (Loss), Net of Tax (Detail) - USD ($)
$ in Millions

3 Months Ended

9 Months Ended

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Accumulated Other Comprehensive Income (Loss) [Line Items]

^[1]

$ 589

$ (569)

$ 608

$ (1,046)

^[1]

(183)

(166)

501

^[1]

(18)

(4)

(54)

^[1]

(201)

(220)

553

Pension and Other Postretirement Liabilities

^[1]

388

(493)

388

(493)

Accumulated Other Comprehensive Income (Loss) [Line Items]

^[1]

545

(562)

584

(1,042)

^[1]

(66)

(71)

483

^[1]

(16)

(50)

^[1]

(82)

(121)

531

Accumulated Other Comprehensive Income (Loss) [Line Items]

^[1]

463

(511)

463

(511)

Derivative Contracts

^[1]

(20)

(10)

^[1]

(120)

(99)

^[1]

(14)

^[1]

(120)

(95)

^[1]

(84)

Accumulated Other Comprehensive Income (Loss) [Line Items]

^[1]

^[1]

(5)

^[1]

(2)

(8)

^[1]

(5)

(4)

^[1]

$ 9

$ 8

$ 9

$ 8

[1]	UAL and United amounts are substantially the same except for an additional $6 million of income tax benefit at United and additional gains related to investments and other of $1 million at United in the nine months ended September 30, 2013, respectively.

Salaries And Related Costs

Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.

+ References + Details

Details about Accumulated Other Comprehensive Income Components (Detail) - USD ($)
$ in Millions

3 Months Ended

9 Months Ended

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Accumulated Other Comprehensive Income (Loss) [Line Items]

Amortization of unrecognized (gains) losses and prior service cost (credit)

^[1],[2]

$ (16)

$ 10

$ (50)

$ 48

Miscellaneous, Net

Accumulated Other Comprehensive Income (Loss) [Line Items]

Available for sale securities-reclassifications of gains into earnings

^[1]

$ (2)

(8)

Fuel Oil Contract | Cash Flow Hedging | Aircraft Fuel

Accumulated Other Comprehensive Income (Loss) [Line Items]

Fuel contracts-reclassifications of (gains) losses into earnings

^[1]

$ (14)

$ 4

[1]	Income tax expense for these items was offset by the Company's valuation allowance.
[2]	This AOCI component is included in the computation of net periodic pension and other postretirement costs (see Note 5 of this report for additional information).

Components of Accumulated Other Comprehensive Income (Loss), Net of Tax (Parenthetical) (Detail) - United Airlines, Inc. $ in Millions	9 Months Ended
	Sep. 30, 2013 USD ($)
Accumulated Other Comprehensive Income (Loss) [Line Items]
Income tax (expense) benefit	$ 6
Additional gains related to investments and other	$ 1

Income Taxes - Additional Information (Detail)	9 Months Ended	12 Months Ended
Income Taxes - Additional Information (Detail)	Sep. 30, 2014	Dec. 31, 2013
Income Taxes [Line Items]
Federal statutory income tax rate	35.00%
Cumulative loss position at the end of 2013		3 years

Components of Net Periodic Benefit Cost (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Pension Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 24	$ 29	$ 73	$ 94
Interest cost	50	48	151	142
Expected return on plan assets	(45)	(41)	(134)	(121)
Amortization of unrecognized (gain) loss and prior service cost (credit)	3	8	8	41
Curtailment loss				2
Settlement gain	(1)	(1)	(1)	(2)
Total	31	43	97	156
Other Postretirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost	5	14	14	42
Interest cost	22	29	66	85
Expected return on plan assets	(1)	(1)	(2)	(2)
Amortization of unrecognized (gain) loss and prior service cost (credit)	(19)	2	(58)	7
Total	$ 7	$ 44	$ 20	$ 132

Employee Benefit Plans - Additional Information (Detail) - USD ($) shares in Millions, $ in Millions	1 Months Ended	3 Months Ended		9 Months Ended
	Feb. 28, 2014	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of days used to compute performance period average closing price of restricted stock units	20 days
Pension Benefits
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Employer contribution to tax-qualified defined benefit pension plans		$ 160		$ 278
Defined benefit plan, settlement gain		$ 1	$ 1	$ 1	$ 2
Defined benefit plan, discount rate		4.28%		4.28%		5.09%
Increase in projected benefit obligation of the plans				$ 53
Decrease in other comprehensive gain due to actuarial loss				(67)
Plan remeasurements increase against the expected net periodic benefit cost		$ 1		$ 1
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of pre-tax earnings paid for profit sharing plan				5.00%
Pre-tax profit excluding special items, profit sharing expense and share-based compensation program expense profit sharing threshold				$ 10
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of pre-tax earnings paid for profit sharing plan				20.00%
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-Based Compensation, award granted	0.3
Share-Based Compensation, vesting period	3 years
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-Based Compensation, award granted	0.5
Share-Based Compensation, vesting period	3 years
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-Based Compensation, award granted	0.6
Share-Based Compensation, vesting period	3 years
Share-Based Compensation, vesting date	Dec. 31, 2016

Share-Based Compensation Expense (Detail) - USD ($)
$ in Millions

3 Months Ended

9 Months Ended

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Dec. 31, 2013

Share-based compensation expense

^[1]

$ 23

$ 32

$ 69

$ 72

Unrecognized share-based compensation

$ 62

$ 44

[1]	Includes $3 million of expense recognized in merger integration-related costs for the nine months ended September 30, 2014. 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.

Share-Based Compensation Expense (Parenthetical) (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Compensation Related Costs Share Based Payments Disclosure [Line Items]
Expense (benefit) recognized in integration-related costs	$ 28	$ 50	$ 79	$ 165
Special Charges
Compensation Related Costs Share Based Payments Disclosure [Line Items]
Expense (benefit) recognized in integration-related costs		$ (2)	$ 3	$ 9

Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Measurements, Recurring - USD ($) $ in Millions	Sep. 30, 2014	Dec. 31, 2013
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	$ 3,117	$ 3,220
Restricted cash	316	395
United Airlines, Inc.
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	3,111	3,214
Restricted cash	316	395
Asset-backed Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	908	694
Asset-backed Securities \| United Airlines, Inc.
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	908	694
Corporate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	853	685
Corporate Debt \| United Airlines, Inc.
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	853	685
Certificates of Deposit Placed Through an Account Registry Service ("CDARS")
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	305	301
Certificates of Deposit Placed Through an Account Registry Service ("CDARS") \| United Airlines, Inc.
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	305	301
Auction Rate Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	26	105
Auction Rate Securities \| United Airlines, Inc.
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	26	105
U.S. Government And Agency Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	41	38
U.S. Government And Agency Notes \| United Airlines, Inc.
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	41	38
Other Fixed Income Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	264	78
Other Fixed Income Securities \| United Airlines, Inc.
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	264	78
Fuel Derivatives, Net
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, net	(114)	104
Fuel Derivatives, Net \| United Airlines, Inc.
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, net	(114)	104
EETC
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
EETC	28	61
EETC \| United Airlines, Inc.
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
EETC	28	61
Foreign Currency Derivatives, Net
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, net	3	1
Foreign Currency Derivatives, Net \| United Airlines, Inc.
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, net	3	1
Convertible Debt Derivative Asset \| United Airlines, Inc.
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible debt derivative asset	498	480
Convertible Debt Option Liability \| United Airlines, Inc.
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible debt option liability	(297)	(270)
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	3,117	3,220
Restricted cash	316	395
Level 1 \| United Airlines, Inc.
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	3,111	3,214
Restricted cash	316	395
Level 2 \| Asset-backed Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	908	694
Level 2 \| Asset-backed Securities \| United Airlines, Inc.
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	908	694
Level 2 \| Corporate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	853	685
Level 2 \| Corporate Debt \| United Airlines, Inc.
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	853	685
Level 2 \| Certificates of Deposit Placed Through an Account Registry Service ("CDARS")
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	305	301
Level 2 \| Certificates of Deposit Placed Through an Account Registry Service ("CDARS") \| United Airlines, Inc.
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	305	301
Level 2 \| U.S. Government And Agency Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	41	38
Level 2 \| U.S. Government And Agency Notes \| United Airlines, Inc.
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	41	38
Level 2 \| Other Fixed Income Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	264	78
Level 2 \| Other Fixed Income Securities \| United Airlines, Inc.
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	264	78
Level 2 \| Fuel Derivatives, Net
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, net	(114)	104
Level 2 \| Fuel Derivatives, Net \| United Airlines, Inc.
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, net	(114)	104
Level 2 \| Foreign Currency Derivatives, Net
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, net	3	1
Level 2 \| Foreign Currency Derivatives, Net \| United Airlines, Inc.
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, net	3	1
Level 3 \| Auction Rate Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	26	105
Level 3 \| Auction Rate Securities \| United Airlines, Inc.
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	26	105
Level 3 \| EETC
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
EETC	28	61
Level 3 \| EETC \| United Airlines, Inc.
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
EETC	28	61
Level 3 \| Convertible Debt Derivative Asset \| United Airlines, Inc.
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible debt derivative asset	498	480
Level 3 \| Convertible Debt Option Liability \| United Airlines, Inc.
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible debt option liability	$ (297)	$ (270)

Financial Instruments and Fair Value Measurements - Additional Information (Detail)	3 Months Ended	9 Months Ended
	Jun. 30, 2014	Sep. 30, 2014
Asset-backed Securities \| Minimum
Fair Value [Line Items]
Available-for-sale securities remaining maturities		1 year
Asset-backed Securities \| Maximum
Fair Value [Line Items]
Available-for-sale securities remaining maturities		40 years
Corporate Debt \| Minimum
Fair Value [Line Items]
Available-for-sale securities remaining maturities		1 year
Corporate Debt \| Maximum
Fair Value [Line Items]
Available-for-sale securities remaining maturities		7 years
Auction Rate Securities \| Minimum
Fair Value [Line Items]
Available-for-sale securities remaining maturities		24 years
Auction Rate Securities \| Maximum
Fair Value [Line Items]
Available-for-sale securities remaining maturities		32 years
Certificates of Deposit Placed Through an Account Registry Service ("CDARS") \| Maximum
Fair Value [Line Items]
Available-for-sale securities remaining maturities		1 year
U.S. Government and Other Securities \| Minimum
Fair Value [Line Items]
Available-for-sale securities remaining maturities		1 year
U.S. Government and Other Securities \| Maximum
Fair Value [Line Items]
Available-for-sale securities remaining maturities		4 years
EETC \| Maximum
Fair Value [Line Items]
Available-for-sale securities maturity, year		2019
6% convertible junior subordinated debentures due 2030
Fair Value [Line Items]
Debt instrument convertible stated interest rate		6.00%
Debt instrument maturity year		2030
4.5% Convertible Notes Due 2015
Fair Value [Line Items]
Debt instrument convertible stated interest rate	4.50%	4.50%
Debt instrument maturity year	2015

Activity for "Level Three" Financial Assets and Financial Liabilities (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
UAL And United \| Auction Rate Securities
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	$ 26	$ 115	$ 105	$ 116
Purchases, (sales), issuances and (settlements) (net)		(9)	(84)	(19)
Realized		1	10	3
Unrealized				1
Reported in other comprehensive income (loss)		(3)	(5)	3
Ending Balance	26	104	26	104
UAL And United \| EETC
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	59	62	61	63
Purchases, (sales), issuances and (settlements) (net)	(30)	(2)	(33)	(4)
Realized	1		1
Reported in other comprehensive income (loss)	(2)	(1)	(1)
Ending Balance	28	59	28	59
United Airlines, Inc. \| Convertible Debt Derivative Asset
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	449	395	480	268
Purchases, (sales), issuances and (settlements) (net)			(62)
Realized			(5)
Unrealized	49	(19)	85	108
Ending Balance	498	376	498	376
United Airlines, Inc. \| Convertible Debt Option Liability
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	(263)	(199)	(270)	(128)
Purchases, (sales), issuances and (settlements) (net)			34
Realized			5
Unrealized	(34)	14	(66)	(57)
Reported in other comprehensive income (loss)
Ending Balance	$ (297)	$ (185)	$ (297)	$ (185)

Carrying Values and Estimated Fair Values of Financial Instruments (Detail) - USD ($) $ in Millions	Sep. 30, 2014	Dec. 31, 2013
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 11,492
Carrying (Reported) Amount, Fair Value Disclosure
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	11,328	$ 11,539
Estimate of Fair Value, Fair Value Disclosure
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	12,386	12,695
Estimate of Fair Value, Fair Value Disclosure \| Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	8,290	8,829
Estimate of Fair Value, Fair Value Disclosure \| Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	4,096	3,866
United Airlines, Inc.
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	11,434
United Airlines, Inc. \| Carrying (Reported) Amount, Fair Value Disclosure
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	11,232	11,388
United Airlines, Inc. \| Estimate of Fair Value, Fair Value Disclosure
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	12,122	12,249
United Airlines, Inc. \| Estimate of Fair Value, Fair Value Disclosure \| Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	8,026	8,383
United Airlines, Inc. \| Estimate of Fair Value, Fair Value Disclosure \| Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 4,096	$ 3,866

Quantitative Information about Level 3 Fair Value Measurements (Detail)
$ in Millions

9 Months Ended

Sep. 30, 2014

USD ($)

Auction Rate Securities

Level 3 Financial Instruments, asset

$ 26

Valuation Service / Broker Quotes

Unobservable Input

Broker quotes

^[1]

EETC

Level 3 Financial Instruments, asset

$ 28

EETC | Structure Credit Risk

Discounted Cash Flows

Unobservable Input

Structure credit risk

^[2]

Level 3 fair value measurements, weighted average percentage

4.00%

Convertible Debt Derivative Asset

Level 3 Financial Instruments, asset

$ 498

Convertible Debt Derivative Asset | Expected Volatility

Binomial Lattice Model

Level 3 fair value measurements, weighted average percentage

40.00%

Convertible Debt Derivative Asset | Own Credit Risk

Level 3 fair value measurements, weighted average percentage

5.00%

Convertible Debt Option Liability

Level 3 Financial Instruments, liability

$ (297)

Convertible Debt Option Liability | Expected Volatility

Binomial Lattice Model

Level 3 fair value measurements, weighted average percentage

40.00%

Convertible Debt Option Liability | Own Credit Risk

Level 3 fair value measurements, weighted average percentage

5.00%

[1]	Broker quotes obtained by a third-party valuation service.
[2]	Represents the credit risk premium of the EETC structure above the risk-free rate that the Company has determined market participants would use when pricing the instruments.

Hedging Activities - Additional Information (Detail) gal in Millions	9 Months Ended
	Sep. 30, 2014 gal
Derivatives And Hedging Activities [Line Items]
Fuel hedges expiration date	2016-03
2014 Projected
Derivatives And Hedging Activities [Line Items]
Percentage of projected fuel requirements	39.00%
Volume of fuel hedging	372
2015 Projected
Derivatives And Hedging Activities [Line Items]
Percentage of projected fuel requirements	24.00%
Volume of fuel hedging	925
2016 Projected
Derivatives And Hedging Activities [Line Items]
Percentage of projected fuel requirements	1.00%
Volume of fuel hedging	35

Description of Derivative Instruments (Detail) - USD ($) $ in Millions	Sep. 30, 2014	Dec. 31, 2013
Derivatives, Fair Value [Line Items]
Fuel contracts, assets	$ 1	$ 104
Fuel contracts, liabilities	115
Receivables
Derivatives, Fair Value [Line Items]
Fuel contracts, assets		89
Other Assets
Derivatives, Fair Value [Line Items]
Fuel contracts, assets	1	15
Current liabilities: Other
Derivatives, Fair Value [Line Items]
Fuel contracts, liabilities	93
Other liabilities and deferred credits: Other
Derivatives, Fair Value [Line Items]
Fuel contracts, liabilities	22
Designated as Hedging Instrument \| Cash Flow Hedging
Derivatives, Fair Value [Line Items]
Fuel contracts, assets		25
Fuel contracts, liabilities	82
Designated as Hedging Instrument \| Cash Flow Hedging \| Receivables
Derivatives, Fair Value [Line Items]
Fuel contracts, assets		19
Designated as Hedging Instrument \| Cash Flow Hedging \| Other Assets
Derivatives, Fair Value [Line Items]
Fuel contracts, assets		6
Designated as Hedging Instrument \| Cash Flow Hedging \| Current liabilities: Other
Derivatives, Fair Value [Line Items]
Fuel contracts, liabilities	66
Designated as Hedging Instrument \| Cash Flow Hedging \| Other liabilities and deferred credits: Other
Derivatives, Fair Value [Line Items]
Fuel contracts, liabilities	16
Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Fuel contracts, assets	1	79
Fuel contracts, liabilities	33
Not Designated as Hedging Instrument \| Receivables
Derivatives, Fair Value [Line Items]
Fuel contracts, assets		70
Not Designated as Hedging Instrument \| Other Assets
Derivatives, Fair Value [Line Items]
Fuel contracts, assets	1	$ 9
Not Designated as Hedging Instrument \| Current liabilities: Other
Derivatives, Fair Value [Line Items]
Fuel contracts, liabilities	27
Not Designated as Hedging Instrument \| Other liabilities and deferred credits: Other
Derivatives, Fair Value [Line Items]
Fuel contracts, liabilities	$ 6

Offsetting Assets and Liabilities (Detail) - USD ($) $ in Millions	Sep. 30, 2014	Dec. 31, 2013
Offsetting Asset and Liabilities [Line Items]
Potential net fair value positions elected to offset	$ (114)	$ 104
Receivables
Offsetting Asset and Liabilities [Line Items]
Potential net fair value positions elected to offset		89
Other Assets
Offsetting Asset and Liabilities [Line Items]
Potential net fair value positions elected to offset		$ 15
Current liabilities: Other
Offsetting Asset and Liabilities [Line Items]
Potential net fair value positions elected to offset	(93)
Other liabilities and deferred credits: Other
Offsetting Asset and Liabilities [Line Items]
Potential net fair value positions elected to offset	$ (21)

Schedule of Gains (Losses) on Derivative Instruments (Detail) - Designated as Hedging Instrument - Cash Flow Hedging - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in AOCI on Derivatives (Effective Portion)	$ (120)	$ 44	$ (99)	$ 16
Gain (Loss) Reclassified from AOCI into Fuel Expense		14	(4)	$ (4)
Amount of Gain (Loss) Recognized in Nonoperating income (expense) (Ineffective Portion)	$ (8)	$ 1	$ (4)

Schedule of Derivative Instruments not Designated as Hedges Gains (Losses) (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Not Designated as Hedging Instrument
Derivative Instruments, Gain (Loss) [Line Items]
Amount of gain (loss) recognized in Nonoperating income (expense): Miscellaneous, net	$ (102)	$ 61	$ (103)	$ 30

Firm Commitments to Purchase Aircraft (Detail) - United Airlines, Inc. - Capital Addition Purchase Commitments

Sep. 30, 2014

Aircraft

^[1]

Airbus A350-1000 aircraft

Boeing 737-900ER aircraft

Boeing 737 MAX 9 Aircraft

100

Boeing 787-8/-9/-10

Embraer 175 aircraft