View Filing Data

$ 8,149

$ 7,653

293

238

590

535

9,032

8,426

Operating expense:

Regional capacity purchase

2,726

2,636

Aircraft fuel

1,965

1,560

619

536

Landing fees and other rent

558

544

Depreciation and amortization

541

518

Aircraft maintenance materials and outside repairs

440

454

Special charges (Note 10)

342

319

Aircraft rent

127

179

1,398

1,309

8,756

8,106

276

320

Nonoperating income (expense):

(176)

(162)

Interest capitalized

Interest income

(42)

(92)

(170)

184

150

$ 147

$ 99

$ 0.52

$ 0.32

Operating revenue:

$ 8,149

$ 7,653

293

238

590

535

9,032

8,426

Operating expense:

Regional capacity purchase

2,726

2,636

Aircraft fuel

1,965

1,560

619

536

Landing fees and other rent

558

544

Depreciation and amortization

541

518

Aircraft maintenance materials and outside repairs

440

454

Special charges (Note 10)

342

319

Aircraft rent

127

179

1,397

1,309

8,755

8,106

277

320

Nonoperating income (expense):

(176)

(162)

Interest capitalized

Interest income

(41)

(92)

(169)

185

151

$ 147

$ 100

[1]

Amounts adjusted due to the adoption of Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) and Accounting Standards Update No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. See Note 1 to the financial statements contained in Part I, Item 1 of this report for additional information.

Statements of Consolidated Comprehensive Income (Loss) - USD ($)
$ in Millions

3 Months Ended

Mar. 31, 2018

Mar. 31, 2017

^[1]

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

$ 147

$ 99

Employee benefit plans, net of taxes

(8)

Investments and other, net of taxes

Total other comprehensive income (loss), net

(7)

Total comprehensive income, net

180

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

147

100

Employee benefit plans, net of taxes

(8)

Investments and other, net of taxes

Total other comprehensive income (loss), net

(7)

Total comprehensive income, net

$ 180

$ 93

[1]

Consolidated Balance Sheets - USD ($)
$ in Millions

Mar. 31, 2018

Dec. 31, 2017

^[1]

Receivables, less allowance for doubtful accounts (2018 - $7; 2017 - $7)

$ 2,404

$ 1,482

Short-term investments

2,071

2,316

1,760

1,340

Aircraft fuel, spare parts and supplies, less obsolescence allowance (2018 - $365; 2017 - $354)

924

1,128

1,071

Operating property and equipment: Owned-

8,287

7,133

29,651

28,692

Total owned property and equipment

7,193

6,946

36,844

35,638

Less - Accumulated depreciation and amortization

(11,538)

(11,159)

Total owned property and equipment, net

25,306

24,479

Purchase deposits for flight equipment

1,025

1,344

Capital leases-

1,205

1,151

Less - Accumulated amortization

Total capital leases

1,216

1,162

(808)

(777)

Total capital leases, net

408

385

Total operating property and equipment, net

26,739

26,208

Intangibles, less accumulated amortization (2018 - $1,329; 2017 - $1,313)

Goodwill

4,523

3,521

3,539

Investments in affiliates and other, net

853

852

Total other assets

8,992

9,005

44,018

42,346

Current liabilities:

5,501

3,940

Accounts payable

2,399

2,196

Accrued salaries and benefits

2,221

2,192

1,637

2,166

Current maturities of long-term debt

1,655

1,565

Current maturities of capital leases

124

128

646

576

Long-term obligations under capital leases

14,183

12,763

Long-term debt

12,166

11,703

1,019

996

Other liabilities and deferred credits:

Postretirement benefit liability

2,716

2,591

1,593

1,602

Pension liability

1,828

1,921

Lease fair value adjustment, net

250

204

171

198

1,756

1,634

Commitments and contingencies

8,314

8,150

Stockholders' equity:

Preferred stock

Common stock

Additional capital invested

6,077

6,098

Stock held in treasury, at cost

4,684

4,549

(1,314)

(769)

Accumulated other comprehensive loss

(1,114)

(1,147)

8,336

8,734

44,018

42,346

Receivables, less allowance for doubtful accounts (2018 - $7; 2017 - $7)

2,398

1,476

Short-term investments

2,071

2,316

1,760

1,340

Aircraft fuel, spare parts and supplies, less obsolescence allowance (2018 - $365; 2017 - $354)

924

1,129

1,071

Operating property and equipment: Owned-

8,282

7,127

29,651

28,692

Total owned property and equipment

7,193

6,946

36,844

35,638

Less - Accumulated depreciation and amortization

(11,538)

(11,159)

Total owned property and equipment, net

25,306

24,479

Purchase deposits for flight equipment

1,025

1,344

Capital leases-

1,205

1,151

Less - Accumulated amortization

Total capital leases

1,216

1,162

(808)

(777)

Total capital leases, net

408

385

Total operating property and equipment, net

26,739

26,208

Intangibles, less accumulated amortization (2018 - $1,329; 2017 - $1,313)

Goodwill

4,523

3,521

3,539

Investments in affiliates and other, net

853

852

Total other assets

8,992

9,005

44,013

42,340

Current liabilities:

5,501

3,940

Accounts payable

2,399

2,196

Accrued salaries and benefits

2,221

2,192

1,637

2,166

Current maturities of long-term debt

1,655

1,565

Current maturities of capital leases

124

128

652

581

Long-term obligations under capital leases

14,189

12,768

Long-term debt

12,166

11,703

1,019

996

Other liabilities and deferred credits:

Postretirement benefit liability

2,716

2,591

1,593

1,602

Pension liability

1,828

1,921

Lease fair value adjustment, net

277

231

171

198

1,756

1,634

Commitments and contingencies

8,341

8,177

Stockholders' equity:

Additional capital invested

1,233

1,787

Accumulated other comprehensive loss

8,287

8,146

(1,114)

(1,147)

Receivable from related parties

(108)

(90)

8,298

8,696

Receivables, allowance for doubtful accounts

$ 44,013

$ 42,340

[1]	Amounts adjusted due to the adoption of Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606). See Note 1 to the financial statements contained in Part I, Item 1 of this report for additional information.

Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Millions

Mar. 31, 2018

Dec. 31, 2017

^[1]

$ 7

Aircraft fuel, spare parts and supplies, obsolescence allowance

365

354

Intangibles, accumulated amortization

$ 1,329

$ 1,313

Common stock, par value

$ 0.01

Common shares, authorized

1,000,000,000

Common shares, outstanding

279,410,451

286,973,195

Receivables, allowance for doubtful accounts

$ 7

Aircraft fuel, spare parts and supplies, obsolescence allowance

365

354

Intangibles, accumulated amortization

$ 1,329

$ 1,313

Common stock, par value

$ 0.01

Common shares, authorized

1,000

Common shares, issued

1,000

Common shares, outstanding

1,000

[1]	Amounts adjusted due to the adoption of Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606). See Note 1 to the financial statements contained in Part I, Item 1 of this report for additional information.

Statements of Consolidated Cash Flows - USD ($)
$ in Millions

3 Months Ended

Mar. 31, 2018

Mar. 31, 2017

Cash Flows from Operating Activities:

Net cash provided by operating activities

$ 1,733

$ 547

Cash Flows from Investing Activities:

Capital expenditures

(979)

(691)

Purchases of short-term and other investments

(596)

(774)

Proceeds from sale of short-term and other investments

840

810

Proceeds from sale of property and equipment

Net cash used in investing activities

(730)

(643)

Cash Flows from Financing Activities:

Proceeds from issuance of long-term debt and airport construction financing

696

755

Repurchases of common stock

(529)

(258)

Payments of long-term debt

(189)

(315)

Principal payments under capital leases

(30)

(31)

Net cash provided (used) in financing activities

(32)

(65)

(84)

Net increase (decrease) in cash, cash equivalents and restricted cash

919

(10)

Cash, cash equivalents and restricted cash at beginning of the period

1,591

2,303

Cash, cash equivalents and restricted cash at end of the period

^[1]

2,510

2,293

Investing and Financing Activities Not Affecting Cash:

Property and equipment acquired through the issuance of debt and capital leases

711

Airport construction financing

Cash Flows from Operating Activities:

Net cash provided by operating activities

1,717

535

Cash Flows from Investing Activities:

Capital expenditures

(979)

(691)

Purchases of short-term investments and other investments

(596)

(774)

Proceeds from sale of short-term and other investments

840

810

Proceeds from sale of property and equipment

Net cash used in investing activities

(730)

(643)

Cash Flows from Financing Activities:

Proceeds from issuance of long-term debt and airport construction financing

696

755

Dividend to UAL

(529)

(258)

Payments of long-term debt

(189)

(315)

Principal payments under capital leases

(30)

(31)

Net cash provided (used) in financing activities

(16)

(53)

(68)

Net increase (decrease) in cash, cash equivalents and restricted cash

919

(10)

Cash, cash equivalents and restricted cash at beginning of the period

1,585

2,297

Cash, cash equivalents and restricted cash at end of the period

^[2]

2,504

2,287

Investing and Financing Activities Not Affecting Cash:

Property and equipment acquired through the issuance of debt and capital leases

711

Airport construction financing

$ 12

$ 21

[1]

The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts reported within the consolidated balance sheet: Reconciliation of cash, cash equivalents and restricted cash: Current assets: Cash and cash equivalents $ 2,404 $ 2,164 Restricted cash included in Prepaid expenses and other 11 - Other assets: Restricted cash 95 129 Total cash, cash equivalents and restricted cash $ 2,510 $ 2,293

[2]

The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts reported within the consolidated balance sheet: Reconciliation of cash, cash equivalents and restricted cash: Current assets: Cash and cash equivalents $ 2,398 $ 2,158 Restricted cash included in Prepaid expenses and other 11 - Other assets: Restricted cash 95 129 Total cash, cash equivalents and restricted cash $ 2,504 $ 2,287

Statements of Consolidated Cash Flows (Parenthetical) - USD ($)
$ in Millions

Mar. 31, 2018

Dec. 31, 2017

Mar. 31, 2017

$ 2,404

$ 1,482

^[1]

$ 2,164

Total cash, cash equivalents and restricted cash

^[1]

129

2,510

^[2]

1,591

2,293

^[2]

2,398

1,476

^[1]

2,158

Total cash, cash equivalents and restricted cash

^[1]

129

2,504

^[3]

$ 1,585

$ 2,287

^[3]

Prepaid Expenses and Other

Restricted cash included in Prepaid expenses and other

Prepaid Expenses and Other | United Airlines, Inc.

Restricted cash included in Prepaid expenses and other

$ 11

[1]	Amounts adjusted due to the adoption of Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606). See Note 1 to the financial statements contained in Part I, Item 1 of this report for additional information.
[2]	The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts reported within the consolidated balance sheet: Reconciliation of cash, cash equivalents and restricted cash: Current assets: Cash and cash equivalents $ 2,404 $ 2,164 Restricted cash included in Prepaid expenses and other 11 - Other assets: Restricted cash 95 129 Total cash, cash equivalents and restricted cash $ 2,510 $ 2,293
[3]	The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts reported within the consolidated balance sheet: Reconciliation of cash, cash equivalents and restricted cash: Current assets: Cash and cash equivalents $ 2,398 $ 2,158 Restricted cash included in Prepaid expenses and other 11 - Other assets: Restricted cash 95 129 Total cash, cash equivalents and restricted cash $ 2,504 $ 2,287

Recently Issued Accounting Standards

3 Months Ended

Mar. 31, 2018

Recently Issued Accounting Standards

NOTE 1 - RECENTLY ISSUED ACCOUNTING STANDARDS

The Company adopted FASB Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (the “New Revenue Standard”), effective January 1, 2018 using the full-retrospective method. Topic 606 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. For the Company, the most significant impact of the standard is the reclassification of certain ancillary fees from other operating revenue into passenger revenue on the statement of consolidated operations. These ancillary fees are directly related to passenger travel, such as ticket change fees and baggage fees, and are no longer considered distinct performance obligations separate from the passenger travel component. In addition, the ticket change fees, which were previously recognized when received, are now recognized when transportation is provided. Adoption of the standard had no impact on the Company’s consolidated cash flows statements.

The Company adopted Accounting Standards Update No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (the “New Retirement Standard”), effective January 1, 2018 using the full-retrospective method. The New Retirement Standard requires employers to present the service cost component of the net periodic benefit cost in the same income statement line item as other employee compensation costs arising from services rendered during the period. The other components of net benefit cost, including interest cost, expected return on plan assets, amortization of prior service cost/credit and actuarial gain/loss, and settlement and curtailment effects, are to be presented outside of any subtotal of operating income. The Company elected to apply the practical expedient and use the amounts disclosed in Note 5 to the financial statements included in Part I, Item 1 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017 as the estimation basis for applying the retrospective presentation requirements of the standard.

The new standards had the same impact on the financial statements of United as they had on the financial statements of UAL. The table below presents the impact of the adoption of the New Revenue Standard and the New Retirement Standard on select accounts and captions of the statement of consolidated operations for the first quarter of 2017 (in millions, except per share amounts):


	Three Months Ended March 31, 2017
	As Previously Reported		New Revenue Standard Adjustments		New Retirement Standard Adjustments		As Adjusted
Passenger revenue	$	7,174	$	479	$	—	$	7,653
Cargo		220		18		—		238
Other operating revenue		1,026		(491)		—		535
Total operating revenue		8,420		6		—		8,426

Salaries and related costs		2,661		—		(25)		2,636
Distribution expenses		307		12		—		319
Other operating expenses		1,332		(23)		—		1,309
Total operating expenses		8,142		(11)		(25)		8,106

Operating income		278		17		25		320

Interest expense		(150)		(12)		—		(162)
Miscellaneous, net		(17)		—		(25)		(42)
Total nonoperating expense, net		(133)		(12)		(25)		(170)

Income before income taxes		145		5		—		150
Income tax expense		49		2		—		51
Net income		96		3		—		99

Earnings per share, basic and diluted		0.31		0.01		—		0.32

The table below presents the impact of the adoption of the New Revenue Standard on UAL’s balance sheet accounts and captions as of December 31, 2017 (in millions):


	At December 31, 2017
	As Previously Reported		New Revenue Standard Adjustments			As Adjusted
Prepaid expenses and other	$	1,051	$	20		$	1,071
Total current assets		7,113		20			7,133
Total assets		42,326		20			42,346

Advance ticket sales		3,876		64			3,940
Frequent flyer deferred revenue		2,176		16			2,192
Other		569		7			576
Total current liabilities		12,676		87			12,763

Frequent flyer deferred revenue - long-term		2,565		26			2,591
Deferred income taxes		225		(21)			204
Total other liabilities and deferred credits		8,145		5			8,150

Retained earnings		4,621		(72	)		4,549
Total stockholders’ equity		8,806		(72)			8,734
Total liabilities and stockholders’ equity		42,326		20			42,346

The Company adopted Accounting Standards Update No. 2016-01, Financial Instruments—Overall (Subtopic 825-10) (“ASU 2016-01”) effective January 1, 2018. This standard makes several changes, including the elimination of the available-for-sale classification of equity investments, and requires equity investments with readily determinable fair values to be measured at fair value with changes in fair value recognized in earnings. The adoption did not have a material impact on our financial statements. See Note 4 and 7 included in this Part I, Item 1 for additional information.

Accounting for Leases. In February 2016, the FASB amended the FASB Accounting Standards Codification and created a new Topic 842, Leases (the “New Lease Standard”). The guidance requires lessees to recognize a right-of-use asset and a lease liability for all leases (with the exception of short-term leases) at the commencement date and recognize expenses on their income statements similar to the current Topic 840, Leases. It is effective for fiscal years and interim periods beginning after December 15, 2018, and early adoption is permitted. Lessees and lessors are required to adopt the New Lease Standard using a modified retrospective approach for all leases existing at or commencing after the date of initial application with an option to use certain practical expedients. We have not completed our evaluation of the impact but believe this standard will have a significant impact on our consolidated balance sheets but is not expected to have a material impact on the Company’s results of operations or cash flows. The primary effect of adopting the new standard will be to record assets and obligations for its operating leases.

Revenue

3 Months Ended

Mar. 31, 2018

Revenue

NOTE 2 - REVENUE

The Company presents Passenger revenue, Cargo revenue and Other operating revenue on its income statement. Passenger revenue is recognized when transportation is provided and Cargo revenue is recognized when shipments are delivered. Other operating revenue is recognized as the related performance obligations are satisfied.

The Company sells passenger ticket and related ancillary services for mainline and regional flights primarily via credit cards with payments collected by the Company in advance of the performance of related services. The Company initially records ticket sales in its Advance ticket sales liability, deferring revenue recognition until the travel occurs. For travel that has more than one flight segment, the Company deems each segment as a separate performance obligation and recognizes revenue for each segment as travel occurs. Tickets sold by other airlines where the Company provides the transportation are recognized as passenger revenue at the estimated value to be billed to the other airline when travel is provided. Differences between amounts billed and the actual amounts may be rejected and rebilled or written off if the amount recorded was different from the original estimate. When necessary, the Company records a reserve against its billings and payables with other airlines based on historical experience.

The Company sells certain tickets with connecting flights with one or more segments operated by its other airline partners. For segments operated by its other airline partners, the Company has determined that it is acting as an agent on behalf of the other airlines as they are responsible for their portion of the contract (i.e. transportation of the passenger). The Company, as the agent, recognizes revenue within Other operating revenue at the time of the travel for the net amount representing commission to be retained by the Company for any segments flown by other airlines.

Refundable tickets expire after one year from the date of issuance. Non-refundable tickets generally expire on the date of the intended travel, unless the date is extended by notification from the customer on or before the intended travel date. The Company records breakage revenue on the travel date for its estimate of tickets that will expire unused. To determine breakage, the Company uses its historical experience with refundable and non-refundable expired tickets and other facts, such as recent aging trends, program changes and modifications that could affect the ultimate expiration patterns of tickets. Fees charged in association with changes or extensions to non-refundable tickets are considered part of the Company’s passenger travel obligation. As such, those fees are deferred at the time of collection and recognized at the time the travel is provided.

United initially capitalizes the costs of selling airline travel tickets and then recognizes those costs as Distribution expense at the time of travel. Passenger ticket costs include credit card fees, travel agency and other commissions paid, as well as global distribution systems booking fees.

Ticket Taxes. Certain governmental taxes are imposed on the Company’s ticket sales through a fee included in ticket prices. The Company collects these fees and remits them to the appropriate government agency. These fees are recorded on a net basis and, as a result, are excluded from revenue.

Accounts Receivable. Accounts receivable primarily consist of amounts due from credit card companies, non-airline partners, and cargo transportation customers. We provide an allowance for uncollectible accounts equal to the estimated losses expected to be incurred based on historical write-offs and other specific analyses. Bad debt expense and write-offs were not material for the three months ended March 31, 2018 and 2017.

Advance Ticket Sales. Advance ticket sales represent the Company’s liability to provide air transportation in the future. In both the three months ended March 31, 2018 and 2017, the Company recognized approximately $1.9 billion of passenger revenue for tickets that were included in Advance ticket sales at the beginning of those periods. All tickets sold at any given point of time have travel dates extending up to twelve months. As a result, the balance of the Company’s Advance ticket sales liability represents activity that will be recognized in the next twelve months.

Frequent Flyer Accounting. United’s MileagePlus program builds customer loyalty by offering awards, benefits and services to program participants. Members in this program earn miles for travel on United, United Express, Star Alliance members and certain other airlines that participate in the program. Members can also earn miles by purchasing the goods and services of our network of non-airline partners. We have contracts to sell miles to these partners with the terms extending from one to eight years. These partners include domestic and international credit card issuers, retail merchants, hotels, car rental companies and our participating airline partners. Miles can be redeemed for free (other than taxes and government imposed fees), discounted or upgraded air travel and non-travel awards. Miles expire after 18 months of member account inactivity.

Miles Earned in Conjunction with Travel. When frequent flyers earn miles for flights, the Company recognizes a portion of the ticket sales as revenue when the travel occurs and defers a portion of the ticket sale representing the value of the related miles as a separate performance obligation. The Company determines the estimated selling price of travel and miles as if each element is sold on a separate basis. The total consideration from each ticket sale is then allocated to each of these elements, individually, on a pro rata basis. At the time of travel, the Company records the portion allocated to the miles to Frequent flyer deferred revenue on the Company’s consolidated balance sheet and subsequently recognizes it into revenue when miles are redeemed for air travel and non-travel awards.

The Company’s estimated selling price of miles is based on an equivalent ticket value less breakage, which incorporates the expected redemption of miles, as the best estimate of selling price for these miles. The equivalent ticket value 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 breakage that considers a number of factors, including redemption patterns of various customer groups. The Company reviews its breakage estimates annually based upon the latest available information regarding redemption and expiration patterns. The Company’s estimate of the expected expiration of miles requires significant management judgment. Current and future changes to expiration assumptions or to the expiration policy, or to program rules and program redemption opportunities, may result in material changes to the deferred revenue balance as well as recognized revenues from the program.

Co-Brand Agreement. United has a significant contract to sell MileagePlus miles to its co-branded credit card partner Chase Bank USA, N.A. (“Chase”). Chase awards miles to MileagePlus members based on their credit card activity. United identified the following significant separately identifiable performance obligations in the co-brand agreement:

•

MileagePlus miles awarded - United has a performance obligation to provide MileagePlus cardholders with miles to be used for air travel and non-travel award redemptions. The Company records Passenger revenue related to the travel awards when the transportation is provided and records Other revenue related to the non-travel awards when the goods or services are delivered. The Company records the cost associated with non-travel awards in Other operating revenue.

•

Marketing - United’s performance obligation is to provide Chase access to its customer list and the use of its brand. United determined access to its customer list and use of the United brand constitute a single performance obligation by virtue of being highly interdependent and interrelated. Marketing revenue is recorded to Other operating revenue over the term of the co-brand agreement based on customer’s use of the MileagePlus credit card.

•

Advertising - United has a performance obligation to provide advertising in support of the MileagePlus card in various customer contact points such as United’s website, email promotions, direct mail campaigns, airport advertising and in-flight advertising. Advertising revenue is recorded to Other operating revenue as advertising is provided.

•

Other travel-related benefits - United’s performance obligations are comprised of various items such as waived bag fees, seat upgrades, and lounge passes. Lounge passes are recorded to Other operating revenue as customers use the lounge passes. Bag fees and seat upgrades are recorded to Passenger revenue at the time of the associated travel.

The fair value of the separately identifiable performance obligations is determined using management’s estimated selling price of each component. The objective of using the estimated selling price based methodology is to determine the price at which we would transact a sale if the product or service were sold on a stand-alone basis. Accordingly, we determine our best estimate of selling price by considering multiple inputs and methods including, but not limited to, discounted cash flows, brand value, volume discounts, published selling prices, number of miles awarded and number of miles redeemed. The Company estimated the selling prices and volumes over the term of the co-brand agreement in order to determine the allocation of proceeds to each of the components to be delivered. We also evaluate volumes on an annual basis, which may result in a change in the allocation of the estimated consideration from the co-brand agreement on a prospective basis.

Frequent flyer deferred revenue. Miles in MileagePlus members’ accounts are combined into one homogeneous pool and are thus not separately identifiable, for award redemption purposes, between miles earned in the current period and those in their beginning balance. The Company expects the majority of these miles to be redeemed within the first four years with the highest redemption rate in year one. The table below presents a roll forward of Frequent flyer deferred revenue (in millions):


	Three Months Ended March 31,
	2018		2017
Total Frequent flyer deferred revenue—beginning balance	$	4,783	$	4,889
Total miles awarded		603		488
Travel miles redeemed (Passenger revenue)		(409)		(398)
Non-travel miles redeemed (Other operating revenue)		(40)		(39)

Total Frequent flyer deferred revenue—ending balance	$	4,937	$	4,940

In the three months ended March 31, 2018 and 2017, the Company recognized, in Other operating revenue, $482 million and $403 million, respectively, related to the marketing, advertising and other travel-related benefits of the mileage revenue associated with our various partner agreements including, but not limited to, our Chase co-brand agreement. The portion related to the MileagePlus miles awarded of the total amounts received is deferred and presented in the table above as an increase to the frequent flyer liability. The Company also recognized, in Other operating revenue, $28 million in costs associated with the non-travel miles redeemed in the three months ended March 31, 2018 and 2017.

Passenger Revenue by Geography. The Company further disaggregates passenger revenue by geographic regions and by mainline versus regional. The following table presents passenger revenue by geographic region and by mainline versus regional for the three months ended March 31 (in millions):


	2018		2017
Mainline	$	3,485	$	3,272
Regional		1,483		1,379

Domestic		4,968		4,651

Atlantic		1,252		1,117
Pacific		1,069		1,053
Latin America		860		832

International		3,181		3,002



Consolidated	$	8,149	$	7,653


Mainline		6,616		6,227
Regional		1,533		1,426

Consolidated	$	8,149	$	7,653

Ancillary Fees. The Company charges fees, separately from ticket sales, for certain ancillary services that are directly related to passengers’ travel, such as ticket change fees, baggage fees, inflight amenities fees, and other ticket-related fees. These ancillary fees are part of the travel performance obligation and, as such, are recognized as passenger revenue when the travel occurs. The Company recorded $497 million and $478 million of ancillary fees within passenger revenue in the first three months of 2018 and 2017, respectively.

Earnings Per Share

3 Months Ended

Mar. 31, 2018

Earnings Per Share

NOTE 3 - EARNINGS PER SHARE

The computations of UAL’s basic and diluted earnings per share are set forth below (in millions, except per share amounts):


	Three Months Ended March 31,
	2018		2017
Earnings available to common stockholders	$	147	$	99


Basic weighted-average shares outstanding		283.9		313.7
Effect of employee stock awards		1.0		0.9

Diluted weighted-average shares outstanding		284.9		314.6


Earnings per share, basic and diluted	$	0.52	$	0.32

The number of antidilutive securities excluded from the computation of diluted earnings per share amounts was not material.

In the three months ended March 31, 2018, UAL repurchased approximately 8.4 million shares of UAL common stock in open market transactions for $0.6 billion. As of March 31, 2018, the Company had approximately $2.4 billion remaining to purchase shares under its share repurchase program. 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 UAL common stock subject to prevailing market conditions, and may discontinue such repurchases at any time. 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)

3 Months Ended

Mar. 31, 2018

Accumulated Other Comprehensive Income (Loss)

NOTE 4 - 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	Pension and Other Postretirement Liabilities		Investments and Other		Income Taxes		Total
Balance at December 31, 2017	$	(1,102)	$	(6)	$	(39)	$	(1,147)
Changes in value		23		(4)		(6)		13
Amounts reclassified to earnings		16		—		(3)		13
Amounts reclassified to retained earnings (a)		—		7		—		7

Net change		39		3		(9)		33

Balance at March 31, 2018	$	(1,063)	$	(3)	$	(48)	$	(1,114)

Balance at December 31, 2016	$	(854)	$	(1)	$	26	$	(829)
Changes in value		(26)		—		10		(16)
Amounts reclassified to earnings		13		2		(6)		9

Net change		(13)		2		4		(7)

Balance at March 31, 2017	$	(867)	$	1	$	30	$	(836)

(a) This amount represents the unrealized loss on the Company’s investment in Azul, S.A. (“Azul”) which was previously classified as an available-for-sale security.

Details for AOCI Components Reclassified to Income

Three Months Ended
March 31,

Affected Line Item
in the Statements of
Consolidated Operations

2018

2017

Pension and other postretirement liabilities

Amortization of unrecognized losses and prior service cost (a)

Miscellaneous, net

Investments and Other

Reclassifications of losses into earnings related to fuel derivative contracts

—

Aircraft fuel

(a) This AOCI component is included in the computation of net periodic pension and other postretirement costs (see Note 5 to the financial statements included in this Part I, Item 1 for additional information).

Income Taxes

3 Months Ended

Mar. 31, 2018

Income Taxes

NOTE 5 - INCOME TAXES

The Company’s effective tax rate for the three months ended March 31, 2018 and 2017 was 20.3% and 33.6%, respectively. The effective tax rate represents a blend of federal, state and foreign taxes and included the impact of certain nondeductible items. The effective tax rate for the three months ended March 31, 2018 also reflects the reduced federal corporate income tax rate as a result of the enactment of the Tax Cuts and Jobs Act (the “Tax Act”) in December 2017 and the impact of a change in the Company’s mix of domestic and foreign earnings. We continue to analyze the different aspects of the Tax Act which could potentially affect the provisional estimates that were recorded at December 31, 2017.

Employee Benefit Plans

3 Months Ended

Mar. 31, 2018

Employee Benefit Plans

NOTE 6 - EMPLOYEE BENEFIT PLANS

Defined Benefit Pension and Other Postretirement Benefit Plans. The Company’s net periodic benefit cost includes the following components for the three months ended March 31 (in millions):


	Pension Benefits				Other Postretirement Benefits				Affected Line Item in the Statements of Consolidated Operations
	2018		2017		2018		2017
Service cost	$	57	$	49	$	3	$	2		Salaries and related costs
Interest cost		54		55		15		17		Miscellaneous, net
Expected return on plan assets		(73)		(60)		—		—		Miscellaneous, net
Amortization of unrecognized (gain) loss and prior service cost (credit)		33		31		(17)		(18)		Miscellaneous, net
Settlement loss		—		1		—		—		Miscellaneous, net

Total	$	71	$	76	$	1	$	1

During the three months ended March 31, 2018, the Company contributed $113 million to its U.S. domestic tax-qualified defined benefit pension plans.

Share-Based Compensation. In the three months ended March 31, 2018, UAL granted share-based compensation awards pursuant to the United Continental Holdings, Inc. 2017 Incentive Compensation Plan. These share-based compensation awards include 1.7 million RSUs consisting of 1.0 million time-vested RSUs and 0.7 million performance-based RSUs. The time-vested RSUs vest pro-rata, on February 28th of each year, over a three-year period from the date of grant. These RSUs are generally equity awards settled in stock for domestic employees and liability awards settled in cash for international employees. The cash payments are based on the 20-day average closing price of UAL common stock immediately prior to the vesting date. The performance-based RSUs vest based on the Company’s relative improvement in pre-tax margin, as compared to a group of industry peers, for the three years ending December 31, 2020. 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 performance-based RSUs as liability awards.

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


	Three Months Ended March 31,
	2018		2017
Share-based compensation expense	$	17	$	23

	March 31, 2018		December 31, 2017
Unrecognized share-based compensation	$	102	$	53

Financial Instruments and Fair Value Measurements

3 Months Ended

Mar. 31, 2018

Financial Instruments and Fair Value Measurements

NOTE 7 - FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

The table below presents disclosures about the financial assets and liabilities measured at fair value on a recurring basis in UAL’s financial statements (in millions):


	March 31, 2018								December 31, 2017
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Cash and cash equivalents	$	2,404	$	2,404	$	—	$	—	$	1,482	$	1,482	$	—	$	—
Short-term investments:
Corporate debt		945		—		945		—		958		—		958		—
Asset-backed securities		606		—		606		—		753		—		753		—
U.S. government and agency notes		110		—		110		—		113		—		113		—
Certificates of deposit placed through an account registry service (“CDARS”)		53		—		53		—		120		—		120		—
Other fixed-income securities		172		—		172		—		188		—		188		—
Other investments measured at net asset value (“NAV”)		185		—		—		—		184		—		—		—
Restricted cash		106		106		—		—		109		109		—		—
Long-term investments:
Equity securities		144		144		—		—		99		99		—		—
Enhanced equipment trust certificates (“EETC”)		19		—		—		19		22		—		—		22

Available-for-sale investment maturities - The short-term investments shown in the table above are classified as available-for-sale, with the exception of investments measured at NAV. As of March 31, 2018, asset-backed securities have remaining maturities of less than one year to approximately 17 years, corporate debt securities have remaining maturities of less than one year to approximately three years and CDARS have maturities of less than one year. U.S. government and other securities have maturities of less than one year to approximately three years. The EETC securities mature in 2019.

Restricted cash - Restricted cash primarily includes collateral for letters of credit and collateral associated with obligations for facility leases and workers’ compensation.

Equity securities - Equity securities represent United’s investment in Azul. The Company recognizes changes in Azul’s fair market value in Miscellaneous, net in its statements of consolidated operations.

Investments presented in the table 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
	March 31, 2018										December 31, 2017
	Carrying Amount		Fair Value								Carrying Amount		Fair Value
			Total		Level 1		Level 2		Level 3				Total		Level 1		Level 2		Level 3
Long-term debt	$	13,821	$	14,068	$	—	$	10,377	$	3,691	$	13,268	$	13,787	$	—	$	10,115	$	3,672

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, Equity securities, EETC 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, or (c) broker quotes obtained by third-party valuation services.

Other investments measured at NAV		In accordance with the relevant accounting standards, certain investments that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in the table above are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statement of financial position. The investments measured using NAV are shares of mutual funds that invest in fixed-income instruments including bonds, debt securities, and other similar instruments issued by various U.S. and non-U.S. public- or private-sector entities. The Company can redeem its shares at any time at NAV subject to a three-day settlement period.

Long-term 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.

- Definition

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

Commitments and Contingencies

3 Months Ended

Mar. 31, 2018

Commitments and Contingencies

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Commitments. As of March 31, 2018, United had firm commitments and options to purchase aircraft from The Boeing Company (“Boeing”) and Airbus S.A.S. (“Airbus”) presented in the table below:


Aircraft Type	Number of Firm Commitments (a)
Airbus A350		45
Boeing 737 MAX		161
Boeing 777-300ER		2
Boeing 787		14
(a) United also has options and purchase rights for additional aircraft.

The aircraft listed in the table above are scheduled for delivery through 2027. To the extent the Company and the aircraft manufacturers with whom the Company has existing orders for new aircraft agree to modify the contracts governing those orders, the amount and timing of the Company’s future capital commitments could change. For the remainder of 2018, United expects to take delivery of two Boeing 777-300ER aircraft, three Boeing 787 aircraft, 10 Boeing 737 MAX aircraft and three used Boeing 767-300ER aircraft. In March 2018, United entered into an agreement to purchase 20 used Airbus A319 aircraft with expected delivery dates scheduled in 2020 and 2021.

The table below summarizes United’s commitments as of March 31, 2018, which primarily relate to the acquisition of aircraft and related spare engines, aircraft improvements and include other capital purchase commitments. Any new firm aircraft orders, including through the exercise of purchase options and purchase rights, will increase the total future capital commitments of the Company.


	(in billions)
Last nine months of 2018	$	2.4
2019		3.7
2020		2.0
2021		2.7
2022		1.8
After 2022		9.8

	$	22.4

Facility and Other Operating Leases. In March 2018, United executed a new Airline Use and Lease Agreement at O’Hare International Airport with the City of Chicago with a lease term of approximately 15 years effective May 12, 2018 through December 31, 2033.

The table below summarizes the Company’s scheduled future minimum lease payments under facility operating leases having initial or remaining noncancelable lease terms of more than one year as of March 31, 2018 (in millions):


	Facility and Other Operating Leases
Last nine months of 2018	$	1,010
2019		1,209
2020		1,302
2021		1,068
2022		930
After 2022		7,576

	$	13,095

Guarantees. As of March 31, 2018, United is the guarantor of approximately $2.0 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 approximately $1.4 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 approximately $454 million of these obligations are accounted for as capital leases. All of these bonds are due between 2019 and 2038.

Increased Cost Provisions. 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, 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 March 31, 2018, the Company had $3.4 billion of floating rate debt and $52 million of fixed rate debt with remaining terms of up to 11 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 11 years and an aggregate balance of $3.3 billion, the Company bears the risk of any change in tax laws that would subject loan or lease payments thereunder to non-U.S. entities to withholding taxes, subject to customary exclusions.

As of March 31, 2018, United is the guarantor of $154 million of aircraft mortgage debt issued by one of United’s regional carriers. The aircraft mortgage debt is subject to similar increased cost provisions as described above for the Company’s debt, and the Company would potentially be responsible for those costs under the guarantees.

Labor Negotiations. As of March 31, 2018, United had approximately 90,800 employees, of whom approximately 79% were represented by various U.S. labor organizations. UNITE HERE is attempting to organize United’s Catering Operations employees, who are currently unrepresented, and filed an application to do so with the National Mediation Board on January 24, 2018.

Debt

3 Months Ended

Mar. 31, 2018

Debt

NOTE 9 - DEBT

As of March 31, 2018, a substantial portion of the Company’s assets, principally aircraft, route authorities, airport slots and loyalty program intangible assets, was pledged under various loan and other agreements. As of March 31, 2018, UAL and United were in compliance with their respective debt covenants. As of March 31, 2018, United had its entire capacity of $2.0 billion available under the revolving credit facility of the Company’s Amended and Restated Credit and Guaranty Agreement (as amended, the “2017 Credit Agreement”).

EETCs. In February 2018, United created two new 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. Certain details of the pass-through trusts with proceeds received from issuance of debt in 2018 are as follows (in millions, except stated interest rate):


EETC Date	Class	Principal		Final expected distribution date	Stated interest rate		Total proceeds received from issuance of debt during 2018 and recorded as debt as of March 31, 2018		Remaining proceeds from issuance of debt to be received in future periods
February 2018	AA	$	677	March 2030		3.50%	$	476	$	201
February 2018	A		258	March 2030		3.70%		181		77

		$	935				$	657	$	278

The table below presents the Company’s contractual principal payments (not including debt discount or debt issuance costs) at March 31, 2018 under then-outstanding long-term debt agreements (in millions):


Last nine months of 2018	$	1,380
2019		1,218
2020		1,207
2021		1,194
2022		1,529
After 2022		7,457

	$	13,985

Special Charges

3 Months Ended

Mar. 31, 2018

Special Charges

NOTE 10 - SPECIAL CHARGES

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


	Three Months Ended March 31,
Operating:	2018		2017
Severance and benefit costs	$	14	$	37
Impairment of assets		23		—
(Gains) losses on sale of assets and other special charges		3		14

Special charges		40		51
Income tax benefit related to special charges		(9)		(18)

Total special charges, net of tax	$	31	$	33

During the three months ended March 31, 2018 and 2017, the Company recorded severance and benefit costs related to a voluntary early-out program for its technicians and related employees represented by the International Brotherhood of Teamsters (the “IBT”) of $8 million ($7 million net of taxes) and $21 million ($14 million net of taxes) respectively. In the first quarter of 2017, approximately 1,000 technicians and related employees elected to voluntarily separate from the Company and will receive a severance payment, with a maximum value of $100,000 per participant, based on years of service, with retirement dates through early 2019. Also during the three months ended March 31, 2018 and 2017, the Company recorded severance primarily related to its management reorganization initiative of $6 million ($4 million net of taxes) and $16 million ($10 million net of taxes) respectively.

During the three months ended March 31, 2018, the Company recorded a $23 million ($17 million net of taxes) fair value adjustment for aircraft purchased off lease and impairments related to certain fleet types and certain international slots no longer in use.

Accrual Activity

The severance-related accrual as of March 31, 2018 is primarily related to severance and other compensation expense associated with voluntary employee early retirement programs and is expected to be mostly paid through early 2019. The accrual balance for future lease payments on permanently grounded aircraft as of March 31, 2018 is expected to be mostly paid through 2025. Activity related to these accruals is as follows (in millions):


	Severance and Benefits		Permanently Grounded Aircraft
Balance at December 31, 2017	$	37	$	22
Accrual		14		—
Payments		(19)		(1)

Balance at March 31, 2018	$	32	$	21


	Severance and Benefits		Permanently Grounded Aircraft
Balance at December 31, 2016	$	14	$	41
Accrual		37		—
Payments		(23)		(1)

Balance at March 31, 2017	$	28	$	40

Recently Issued Accounting Standards (Tables)

3 Months Ended

Mar. 31, 2018

ASC 606

Schedule of Adoption of Accounting Standards and Expected Impact on Financial Statements

The table below presents the impact of the adoption of the New Revenue Standard and the New Retirement Standard on select accounts and captions of the statement of consolidated operations for the first quarter of 2017 (in millions, except per share amounts):


	Three Months Ended March 31, 2017
	As Previously Reported		New Revenue Standard Adjustments		New Retirement Standard Adjustments		As Adjusted
Passenger revenue	$	7,174	$	479	$	—	$	7,653
Cargo		220		18		—		238
Other operating revenue		1,026		(491)		—		535
Total operating revenue		8,420		6		—		8,426

Salaries and related costs		2,661		—		(25)		2,636
Distribution expenses		307		12		—		319
Other operating expenses		1,332		(23)		—		1,309
Total operating expenses		8,142		(11)		(25)		8,106

Operating income		278		17		25		320

Interest expense		(150)		(12)		—		(162)
Miscellaneous, net		(17)		—		(25)		(42)
Total nonoperating expense, net		(133)		(12)		(25)		(170)

Income before income taxes		145		5		—		150
Income tax expense		49		2		—		51
Net income		96		3		—		99

Earnings per share, basic and diluted		0.31		0.01		—		0.32

The table below presents the impact of the adoption of the New Revenue Standard on UAL’s balance sheet accounts and captions as of December 31, 2017 (in millions):


	At December 31, 2017
	As Previously Reported		New Revenue Standard Adjustments			As Adjusted
Prepaid expenses and other	$	1,051	$	20		$	1,071
Total current assets		7,113		20			7,133
Total assets		42,326		20			42,346

Advance ticket sales		3,876		64			3,940
Frequent flyer deferred revenue		2,176		16			2,192
Other		569		7			576
Total current liabilities		12,676		87			12,763

Frequent flyer deferred revenue - long-term		2,565		26			2,591
Deferred income taxes		225		(21)			204
Total other liabilities and deferred credits		8,145		5			8,150

Retained earnings		4,621		(72	)		4,549
Total stockholders’ equity		8,806		(72)			8,734
Total liabilities and stockholders’ equity		42,326		20			42,346

Revenue (Tables)

3 Months Ended

Mar. 31, 2018

Summary of Roll Forward of Frequent Flyer Deferred Revenue

The table below presents a roll forward of Frequent flyer deferred revenue (in millions):


	Three Months Ended March 31,
	2018		2017
Total Frequent flyer deferred revenue—beginning balance	$	4,783	$	4,889
Total miles awarded		603		488
Travel miles redeemed (Passenger revenue)		(409)		(398)
Non-travel miles redeemed (Other operating revenue)		(40)		(39)

Total Frequent flyer deferred revenue—ending balance	$	4,937	$	4,940

Summary of Passenger Revenue by Geographic Region and by Mainline Versus Regional

The following table presents passenger revenue by geographic region and by mainline versus regional for the three months ended March 31 (in millions):


	2018		2017
Mainline	$	3,485	$	3,272
Regional		1,483		1,379

Domestic		4,968		4,651

Atlantic		1,252		1,117
Pacific		1,069		1,053
Latin America		860		832

International		3,181		3,002



Consolidated	$	8,149	$	7,653


Mainline		6,616		6,227
Regional		1,533		1,426

Consolidated	$	8,149	$	7,653

Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2018

Computation of Earnings Per Share

The computations of UAL’s basic and diluted earnings per share are set forth below (in millions, except per share amounts):


	Three Months Ended March 31,
	2018		2017
Earnings available to common stockholders	$	147	$	99


Basic weighted-average shares outstanding		283.9		313.7
Effect of employee stock awards		1.0		0.9

Diluted weighted-average shares outstanding		284.9		314.6


Earnings per share, basic and diluted	$	0.52	$	0.32

Accumulated Other Comprehensive Income (Loss) (Tables)

3 Months Ended

Mar. 31, 2018

Components of Accumulated Other Comprehensive Income, 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	Pension and Other Postretirement Liabilities		Investments and Other		Income Taxes		Total
Balance at December 31, 2017	$	(1,102)	$	(6)	$	(39)	$	(1,147)
Changes in value		23		(4)		(6)		13
Amounts reclassified to earnings		16		—		(3)		13
Amounts reclassified to retained earnings (a)		—		7		—		7

Net change		39		3		(9)		33

Balance at March 31, 2018	$	(1,063)	$	(3)	$	(48)	$	(1,114)

Balance at December 31, 2016	$	(854)	$	(1)	$	26	$	(829)
Changes in value		(26)		—		10		(16)
Amounts reclassified to earnings		13		2		(6)		9

Net change		(13)		2		4		(7)

Balance at March 31, 2017	$	(867)	$	1	$	30	$	(836)

(a) This amount represents the unrealized loss on the Company’s investment in Azul, S.A. (“Azul”) which was previously classified as an available-for-sale security.

Employee Benefit Plans (Tables)

3 Months Ended

Mar. 31, 2018

Components of Net Periodic Benefit Cost

The Company’s net periodic benefit cost includes the following components for the three months ended March 31 (in millions):


	Pension Benefits				Other Postretirement Benefits				Affected Line Item in the Statements of Consolidated Operations
	2018		2017		2018		2017
Service cost	$	57	$	49	$	3	$	2		Salaries and related costs
Interest cost		54		55		15		17		Miscellaneous, net
Expected return on plan assets		(73)		(60)		—		—		Miscellaneous, net
Amortization of unrecognized (gain) loss and prior service cost (credit)		33		31		(17)		(18)		Miscellaneous, net
Settlement loss		—		1		—		—		Miscellaneous, net

Total	$	71	$	76	$	1	$	1

Share-Based Compensation Expense

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


	Three Months Ended March 31,
	2018		2017
Share-based compensation expense	$	17	$	23

	March 31, 2018		December 31, 2017
Unrecognized share-based compensation	$	102	$	53

Financial Instruments and Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2018

Financial Assets and Liabilities Measured at Fair Value on Recurring Basis

The table below presents disclosures about the financial assets and liabilities measured at fair value on a recurring basis in UAL’s financial statements (in millions):


	March 31, 2018								December 31, 2017
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Cash and cash equivalents	$	2,404	$	2,404	$	—	$	—	$	1,482	$	1,482	$	—	$	—
Short-term investments:
Corporate debt		945		—		945		—		958		—		958		—
Asset-backed securities		606		—		606		—		753		—		753		—
U.S. government and agency notes		110		—		110		—		113		—		113		—
Certificates of deposit placed through an account registry service (“CDARS”)		53		—		53		—		120		—		120		—
Other fixed-income securities		172		—		172		—		188		—		188		—
Other investments measured at net asset value (“NAV”)		185		—		—		—		184		—		—		—
Restricted cash		106		106		—		—		109		109		—		—
Long-term investments:
Equity securities		144		144		—		—		99		99		—		—
Enhanced equipment trust certificates (“EETC”)		19		—		—		19		22		—		—		22

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
	March 31, 2018										December 31, 2017
	Carrying Amount		Fair Value								Carrying Amount		Fair Value
			Total		Level 1		Level 2		Level 3				Total		Level 1		Level 2		Level 3
Long-term debt	$	13,821	$	14,068	$	—	$	10,377	$	3,691	$	13,268	$	13,787	$	—	$	10,115	$	3,672

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2018

Schedule of Commitments to Purchase Aircrafts

As of March 31, 2018, United had firm commitments and options to purchase aircraft from The Boeing Company (“Boeing”) and Airbus S.A.S. (“Airbus”) presented in the table below:


Aircraft Type	Number of Firm Commitments (a)
Airbus A350		45
Boeing 737 MAX		161
Boeing 777-300ER		2
Boeing 787		14
(a) United also has options and purchase rights for additional aircraft.

Future Minimum Lease Payments for Operating Leases


	Facility and Other Operating Leases
Last nine months of 2018	$	1,010
2019		1,209
2020		1,302
2021		1,068
2022		930
After 2022		7,576

	$	13,095

Aircraft Type

Schedule of Commitments to Purchase Aircrafts


	(in billions)
Last nine months of 2018	$	2.4
2019		3.7
2020		2.0
2021		2.7
2022		1.8
After 2022		9.8

	$	22.4

Debt (Tables)

3 Months Ended

Mar. 31, 2018

Details of Pass Through Trusts

Certain details of the pass-through trusts with proceeds received from issuance of debt in 2018 are as follows (in millions, except stated interest rate):


EETC Date	Class	Principal		Final expected distribution date	Stated interest rate		Total proceeds received from issuance of debt during 2018 and recorded as debt as of March 31, 2018		Remaining proceeds from issuance of debt to be received in future periods
February 2018	AA	$	677	March 2030		3.50%	$	476	$	201
February 2018	A		258	March 2030		3.70%		181		77

		$	935				$	657	$	278

Contractual Principal Payments


Last nine months of 2018	$	1,380
2019		1,218
2020		1,207
2021		1,194
2022		1,529
After 2022		7,457

	$	13,985

Special Charges (Tables)

3 Months Ended

Mar. 31, 2018

Components of Special charges

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


	Three Months Ended March 31,
Operating:	2018		2017
Severance and benefit costs	$	14	$	37
Impairment of assets		23		—
(Gains) losses on sale of assets and other special charges		3		14

Special charges		40		51
Income tax benefit related to special charges		(9)		(18)

Total special charges, net of tax	$	31	$	33

Accrual Activity

Activity related to these accruals is as follows (in millions):


	Severance and Benefits		Permanently Grounded Aircraft
Balance at December 31, 2017	$	37	$	22
Accrual		14		—
Payments		(19)		(1)

Balance at March 31, 2018	$	32	$	21


	Severance and Benefits		Permanently Grounded Aircraft
Balance at December 31, 2016	$	14	$	41
Accrual		37		—
Payments		(23)		(1)

Balance at March 31, 2017	$	28	$	40

Schedule of Adoption of ASC 606 and Expected Impact - Statements of Consolidated Operations (Detail) - USD ($)
$ / shares in Units, $ in Millions

3 Months Ended

Mar. 31, 2018

Mar. 31, 2017

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

$ 8,149

$ 7,653

^[1]

293

238

^[1]

590

535

^[1]

9,032

8,426

^[1]

2,726

2,636

^[1]

342

319

^[1]

1,398

1,309

^[1]

8,756

8,106

^[1]

276

320

^[1]

(176)

(162)

^[1]

(42)

^[1]

(92)

(170)

^[1]

184

150

^[1]

^[1]

$ 147

$ 99

^[1]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

$ 0.52

$ 0.32

^[1]

ASC 606

$ 7,653

238

535

8,426

2,636

319

1,309

8,106

320

(162)

(42)

(170)

150

$ 99

Scenario, Previously Reported | ASC 606

$ 0.32

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

$ 7,174

220

1,026

8,420

2,661

307

1,332

8,142

278

(150)

(17)

(133)

145

$ 96

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

$ 0.31

Adjustment | ASC 606

$ 479

(491)

(23)

(11)

(12)

(12)

$ 3

New Retirement Standard Adjustments | ASC 606

$ 0.01

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

$ (25)

(25)

(25)

$ (25)

[1]

Schedule of Adoption of ASC 606 and Expected Impact - Consolidated Balance Sheets (Detail) - USD ($)
$ in Millions

Mar. 31, 2018

Dec. 31, 2017

$ 1,128

$ 1,071

^[1]

8,287

7,133

^[1]

44,018

42,346

^[1]

5,501

3,940

^[1]

2,221

2,192

^[1]

646

576

^[1]

14,183

12,763

^[1]

2,716

2,591

^[1]

250

204

^[1]

8,314

8,150

^[1]

4,684

4,549

^[1]

8,336

8,734

^[1]

$ 44,018

42,346

^[1]

ASC 606

1,071

7,133

42,346

3,940

2,192

576

12,763

2,591

204

8,150

4,549

8,734

Scenario, Previously Reported | ASC 606

42,346

1,051

7,113

42,326

3,876

2,176

569

12,676

2,565

225

8,145

4,621

8,806

42,326

Adjustment | ASC 606

(21)

(72)

(72)

$ 20

[1]	Amounts adjusted due to the adoption of Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606). See Note 1 to the financial statements contained in Part I, Item 1 of this report for additional information.

Revenue - Additional Information (Detail) - USD ($)
$ in Millions

3 Months Ended

Mar. 31, 2018

Mar. 31, 2017

Frequent flyer mileage program expiration period after member account inactivity

$ 8,149

$ 7,653

^[1]

18 months

Frequent flyer mileage program period in which miles redeemed

4 years

Costs associated with non-travel miles redeemed

$ 590

535

^[1]

Chase and Other Partner Agreements

Deferred Revenue for Miles in Loyalty Program

482

403

$ 1,900

1,900

Minimum

Frequent flyer mileage program expiration period

1 year

Maximum

Frequent flyer mileage program expiration period

8 years

Passenger Revenue

Ancillary fees

$ 497

$ 478

[1]

Summary of Roll Forward of Frequent Flyer Deferred Revenue (Detail) - Deferred Revenue for Miles in Loyalty Program - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Deferred Revenue Arrangement [Line Items]
Total Frequent flyer deferred revenue-beginning balance	$ 4,783	$ 4,889
Total miles awarded	603	488
Travel miles redeemed (Passenger revenue)	(409)	(398)
Non-travel miles redeemed (Other operating revenue)	(40)	(39)
Total Frequent flyer deferred revenue-ending balance	$ 4,937	$ 4,940

Summary of Passenger Revenue by Geographic Region and by Mainline Versus Regional (Detail) - USD ($)
$ in Millions

3 Months Ended

Mar. 31, 2018

Mar. 31, 2017

Passenger-Mainline

$ 6,616

$ 6,227

Passenger-Regional

1,533

1,426

8,149

7,653

^[1]

International

3,181

3,002

Domestic

Passenger-Mainline

3,485

3,272

Passenger-Regional

1,483

1,379

4,968

4,651

Atlantic | International

1,252

1,117

Pacific | International

Latin America | International

1,069

1,053

Computation of Earnings Per Share [Line Items]

$ 860

$ 832

[1]

Computation of Earnings Per Share (Detail) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions

3 Months Ended

Mar. 31, 2018

Mar. 31, 2017

Earnings available to common stockholders

$ 147

$ 99

Basic weighted-average shares outstanding

283.9

313.7

Effect of employee stock awards

1.0

0.9

Diluted weighted-average shares outstanding

284.9

314.6

Accumulated Other Comprehensive Income (Loss) [Line Items]

$ 0.52

$ 0.32

^[1]

[1]

Earnings Per Share - Additional Information (Detail) shares in Millions, $ in Billions	3 Months Ended
	Mar. 31, 2018 USD ($) shares
Earnings Loss Per Share [Line Items]
Amount remaining under repurchase programs	$ 2.4
Open Market Repurchase Program
Earnings Loss Per Share [Line Items]
Number of shares repurchased \| shares	8.4
Repurchases of common stock	$ 0.6

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

3 Months Ended

Mar. 31, 2018

Mar. 31, 2017

Beginning Balance, income taxes

$ (39)

$ 26

Changes in value, income taxes

(6)

Amounts reclassified to earnings, income taxes

(3)

(6)

Amounts reclassified to retained earnings, income taxes

^[1]

Net change, income taxes

(9)

Ending Balance, income taxes

(48)

Beginning Balance, net of tax

^[2]

8,734

Changes in value, net of tax

(16)

Amounts reclassified to earnings, net of tax

Amounts reclassified to retained earnings, net of tax

^[1]

Total other comprehensive income (loss), net

(7)

^[3]

Ending Balance, net of tax

8,336

Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss) [Line Items]

Beginning Balance, net of tax

(1,147)

(829)

Amounts reclassified to earnings, net of tax

Ending Balance, net of tax

(1,114)

(836)

Pension and Other Postretirement Liabilities

Accumulated Other Comprehensive Income (Loss) [Line Items]

Beginning Balance, before tax

(1,102)

(854)

Changes in value, before tax

(26)

Amounts reclassified to earnings, before tax

Net change, before tax

(13)

Ending Balance, before tax

(1,063)

(867)

Investments and Other

Accumulated Other Comprehensive Income (Loss) [Line Items]

Beginning Balance, before tax

(6)

(1)

Changes in value, before tax

(4)

Amounts reclassified to earnings, before tax

Amounts reclassified to retained earnings, before tax

^[1]

Net change, before tax

Ending Balance, before tax

$ (3)

$ 1

[1]	This amount represents the unrealized loss on the Company's investment in Azul, S.A. ("Azul") which was previously classified as an available-for-sale security.
[2]	Amounts adjusted due to the adoption of Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606). See Note 1 to the financial statements contained in Part I, Item 1 of this report for additional information.
[3]	Amounts adjusted due to the adoption of Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) and Accounting Standards Update No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. See Note 1 to the financial statements contained in Part I, Item 1 of this report for additional information.

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

3 Months Ended

Mar. 31, 2018

Mar. 31, 2017

Miscellaneous, Net

Accumulated Other Comprehensive Income (Loss) [Line Items]

Amortization of unrecognized losses and prior service cost

^[1]

$ 16

$ 13

Fuel Oil Contract | Aircraft Fuel

Accumulated Other Comprehensive Income (Loss) [Line Items]

Reclassifications of losses into earnings related to fuel derivative contracts

$ 2

[1]	This AOCI component is included in the computation of net periodic pension and other postretirement costs (see Note 5 to the financial statements included in this Part I, Item 1 for additional information).

Income Taxes - Additional Information (Detail)	3 Months Ended
Income Taxes - Additional Information (Detail)	Mar. 31, 2018	Mar. 31, 2017
Income Taxes [Line Items]
Effective income tax rate	20.30%	33.60%

Components of Net Periodic Benefit Cost (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Pension Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 57	$ 49
Interest cost	54	55
Expected return on plan assets	(73)	(60)
Amortization of unrecognized (gain) loss and prior service cost (credit)	33	31
Settlement loss		1
Total	71	76
Other Postretirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost	3	2
Interest cost	15	17
Amortization of unrecognized (gain) loss and prior service cost (credit)	(17)	(18)
Total	$ 1	$ 1

Employee Benefit Plans - Additional Information (Detail) shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2018 USD ($) shares
Pension Benefits
Compensation and Retirement Disclosure [Abstract]
Employer contribution to tax-qualified defined benefit pension plans \| $	$ 113
RSUs
Compensation and Retirement Disclosure [Abstract]
Share-based compensation, option awards granted	1.7
Share-based compensation, vesting period	3 years
Performance Shares
Compensation and Retirement Disclosure [Abstract]
Share-based compensation, vesting period	3 years
Share-Based Compensation, vesting date	Dec. 31, 2020
Number of days used to compute performance period average closing price of restricted stock units	20 days
Time Vested Restricted Stock Units RSU
Compensation and Retirement Disclosure [Abstract]
Share-based compensation, other than options, awards granted	1.0
Performance Based Restricted Stock Units RSU
Compensation and Retirement Disclosure [Abstract]
Share-based compensation, other than options, awards granted	0.7

Share-Based Compensation Expense (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Compensation Related Costs Share Based Payments Disclosure [Line Items]
Share-based compensation expense	$ 17	$ 23
Unrecognized share-based compensation	$ 102	$ 53

Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Measurements, Recurring - USD ($) $ in Millions	Mar. 31, 2018	Dec. 31, 2017
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	$ 2,404	$ 1,482
Restricted cash	106	109
Equity securities	144	99
Enhanced equipment trust certificates ("EETC")	19	22
Corporate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	945	958
Asset-backed Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	606	753
U.S. Government and Agency Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	110	113
CDARS
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	53	120
Other Fixed Income Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	172	188
Other Investments Measured At NAV
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	185	184
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	2,404	1,482
Restricted cash	106	109
Equity securities	144	99
Level 2 \| Corporate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	945	958
Level 2 \| Asset-backed Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	606	753
Level 2 \| U.S. Government and Agency Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	110	113
Level 2 \| CDARS
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	53	120
Level 2 \| Other Fixed Income Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	172	188
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Enhanced equipment trust certificates ("EETC")	$ 19	$ 22

Financial Instruments and Fair Value Measurements - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2018
EETC
Fair Value [Line Items]
Available-for-sale securities remaining maturities	2019
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	17 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	3 years
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	3 years

Carrying Values and Estimated Fair Values of Financial Instruments (Detail) - USD ($) $ in Millions	Mar. 31, 2018	Dec. 31, 2017
Carrying (Reported) Amount, Fair Value Disclosure
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 13,821	$ 13,268
Estimate of Fair Value, Fair Value Disclosure
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt fair value	14,068	13,787
Estimate of Fair Value, Fair Value Disclosure \| Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt fair value	10,377	10,115
Estimate of Fair Value, Fair Value Disclosure \| Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt fair value	$ 3,691	$ 3,672

Schedule of Commitments to Purchase Aircrafts (Detail) - United Airlines, Inc. - Capital Addition Purchase Commitments

Mar. 31, 2018

Aircraft

^[1]

Airbus A350 Aircraft

Boeing 737 MAX Aircraft

Boeing 777-300ER Aircraft

161

Boeing 787 Aircraft