United Airlines 2012 Annual Report Download

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Table of Contents
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001-06033
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Delaware
36-2675207
001-11355
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
Delaware
36-2675206
001-10323
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Delaware
74-2099724
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 
United Continental Holdings, Inc. Common Stock, $0.01 par value New York Stock Exchange
United Air Lines, Inc. None None
Continental Airlines, Inc. None None

United Continental Holdings, Inc. None
United Air Lines, Inc. None
Continental Airlines, Inc. None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
United Continental Holdings, Inc. Yes x No ¨
United Air Lines, Inc. Yes x No ¨
Continental Airlines, Inc. Yes x No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
United Continental Holdings, Inc. Yes ¨ No x
United Air Lines, Inc. Yes ¨ No x
Continental Airlines, Inc. Yes ¨ No x
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
United Continental Holdings, Inc. Yes x No ¨
United Air Lines, Inc. Yes x No ¨
Continental Airlines, Inc. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
United Continental Holdings, Inc. Yes x No ¨
United Air Lines, Inc. Yes x No ¨
Continental Airlines, Inc. Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
United Continental Holdings, Inc. x
United Air Lines, Inc. x
Continental Airlines, Inc. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
United Continental
Holdings, Inc. Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨
United Air Lines, Inc. Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company ¨
Continental Airlines, Inc. Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
United Continental Holdings, Inc. Yes ¨ No x
United Air Lines, Inc. Yes ¨ No x
Continental Airlines, Inc. Yes ¨ No x
The aggregate market value of voting stock held by non-affiliates of United Continental Holdings, Inc. was $8,062,585,445 as of June 30, 2012. There is no market for United Air Lines, Inc. common stock or
Continental Airlines, Inc. common stock.
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of February 7, 2013.
United Continental Holdings, Inc. 332,635,139 shares of common stock ($0.01 par value)
United Air Lines, Inc. 205 (100% owned by United Continental Holdings, Inc.)
Continental Airlines, Inc. 1,000 (100% owned by United Continental Holdings, Inc.)
This combined Form 10-K is separately filed by United Continental Holdings, Inc., United Air Lines, Inc. and Continental Airlines, Inc.

United Air Lines, Inc. and Continental Airlines, Inc. meet the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and are therefore filing this form with the reduced disclosure format allowed under
that General Instruction.

Information required by Items 10, 11, 12 and 13 of Part III of this Form 10-K are incorporated by reference for United Continental Holdings, Inc. from its definitive proxy statement for its 2013 Annual Meeting of

Table of contents

  • Page 1
    ... $8,062,585,445 as of June 30, 2012. There is no market for United Air Lines, Inc. common stock or Continental Airlines, Inc. common stock. Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of February 7, 2013. United Continental Holdings, Inc. 332,635,139...

  • Page 2
    Stockholders.

  • Page 3
    ... about Market Risk Financial Statements and Supplementary Data Combined Notes to Consolidated Financial Statements Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information PTRT III Directors, Executive Officers and Corporate...

  • Page 4
    ...a wholly-owned subsidiary of UAL Corporation (the "Merger"). Upon closing of the Merger, UAL Corporation became the parent company of both United and Continental and UAL Corporation's name was changed to United Continental Holdings, Inc. UAL's consolidated financial statements include the results of...

  • Page 5
    ... members' award miles balance. As a result of the conversion to a single passenger service system, the Company now operates using a single reservations system, carrier code, flight schedule, website and departure control system; • • The Company continued to redeploy aircraft across its global...

  • Page 6
    ...to the financial statements included in Item 8 of this report. Alliances. United and Continental have a number of bilateral and multilateral alliances with other airlines, which enhance travel options for customers by providing greater time of day coverage to common destinations, additional mileage...

  • Page 7
    ...airline partners, such as credit card issuers, retail merchants, hotels and car rental companies. Members can redeem mileage credits for free, discounted or upgraded travel and non-travel awards. Under the Company's Consolidated Amended and Restated Co-Branded Card Marketing Services Agreement dated...

  • Page 8
    ... used financial hedge instruments based on aircraft fuel or closely related commodities including heating oil, diesel fuel and crude oil. Third-Party Business. United has third-party business revenue that includes fuel sales, catering, ground handling, maintenance services and frequent flyer award...

  • Page 9
    ... the Company experiences comparable restrictions in foreign countries. In addition, in the absence of open skies and fifth freedom rights, U.S. carriers are constrained from carrying passengers to points beyond designated international gateway cities due to limitations in air service agreements and...

  • Page 10
    ... airline passenger protections. The 2009 rule included regulations mandating that major air carriers, including United and Continental, adopt detailed contingency plans and implement procedures applicable to tarmac delays exceeding three hours for domestic flights and four hours for international...

  • Page 11
    ...'s Air Passenger Duty and Germany's departure ticket tax), limited greenhouse gas reporting requirements, and the State of California's cap and trade regulations (which impacts United's San Francisco maintenance center). In addition, there are land-based planning laws that could apply to airport...

  • Page 12
    ...internal union merger policies, if applicable. Pending operational integration, the Company will apply the terms of the existing collective bargaining agreements unless other terms have been negotiated. During 2012, various labor agreements were reached between union representatives and the Company...

  • Page 13
    ... February 13, 2013 X Dispatchers Continental Transport Workers Union Professional Airline Flight Control Association December 2013 United Total Fleet Tech Instructors Food Service Employees Ground Instructors Maintenance Instructors Security Officers Continental United Total January 2010 Int...

  • Page 14
    ... in connection with any legal merger of United Air Lines, Inc. and Continental Airlines, Inc. into a single corporation; we may be unable to successfully manage the complex integration of systems, technology, aircraft fleets, networks and other assets of United and Continental in a manner that...

  • Page 15
    ...Those increased costs may in turn be passed to the Company, resulting in increased transaction costs to execute hedge contracts and lower credit thresholds to post collateral (margin). See Note 13 to the financial statements included in Item 8 of this report for additional information on the Company...

  • Page 16
    ... adverse effect on the Company's financial position and results of operations. Furthermore, constrained liquidity may limit the Company's ability to withstand competitive pressures and limit its flexibility in responding to changing business and economic conditions, including increased competition...

  • Page 17
    ...the number of flights and/or increase costs of operations at certain times or throughout the day. The FAA may limit the Company's airport access by limiting the number of departure and arrival slots at high density traffic airports, which could affect the Company's ownership and transfer rights, and...

  • Page 18
    ... tangible and intangible assets. In addition, competition from revenue-sharing joint ventures and other alliance arrangements by and among other airlines could impair the value of the Company's business and assets on the open skies routes. The Company's plans to enter into or expand U.S. antitrust...

  • Page 19
    ...position and results of operations. The Company has engaged an increasing number of third-party service providers to perform a large number of functions that are integral to its business, including regional operations, operation of customer service call centers, distribution and sale of airline seat...

  • Page 20
    ... benefit to the Company from capacity reductions. This increased competition in both domestic and international markets may have a material adverse effect on the Company's results of operations, financial condition or liquidity. The airline industry may undergo further bankruptcy restructuring...

  • Page 21
    ... positions through airline alliances, slot swaps, and/or joint ventures. Certain airline joint ventures further competition by allowing airlines to coordinate routes, pool revenues and costs, and enjoy other mutual benefits, achieving many of the benefits of consolidation. "Open skies" agreements...

  • Page 22
    ... airline industry's fleet, significantly increased security costs and associated passenger inconvenience, increased insurance costs, substantially higher ticket refunds and significantly decreased traffic and passenger revenue. Additional terrorist attacks, even if not made directly on the airline...

  • Page 23
    ... 382") of the Internal Revenue Code of 1986, as amended. An ownership change generally occurs if certain stockholders increase their aggregate percentage ownership of a corporation's stock by more than 50 percentage points over their lowest percentage ownership at any time during the testing period...

  • Page 24
    ...exercises such option, UAL may elect to pay the repurchase price in cash, shares of its common stock or a combination thereof. See Note 14 to the financial statements included in Item 8 of this report for additional information related to these convertible notes. The number of shares issued could be...

  • Page 25
    ... ITEM 2. Fleet PROPERTIES Including aircraft operating by regional carriers on their behalf, United and Continental operated 629 and 624 aircraft, respectively, as of December 31, 2012. UAL's combined fleet as of December 31, 2012 is presented in the table below: Seats in Standard Tircraft Type...

  • Page 26
    ... and spare engine deliveries will be available to the Company on acceptable terms when necessary or at all. See Notes 14 and 17 to the financial statements included in Item 8 of this report for additional information. As of December 31, 2012, United had 222 call options to purchase regional jet...

  • Page 27
    ... for its corporate headquarters and operations center in downtown Chicago. Continental also leases approximately 511,000 square feet of office and related space for certain administrative offices and for a former operations center in downtown Houston. ITEM 3. LEGTL PROCEEDINGS. Brazil Air Cargo...

  • Page 28
    ..., including Continental, have been sued on a number of legal theories ranging from collective responsibility for airport screening and security systems that allegedly failed to prevent the attacks to faulty design and construction of the World Trade Center towers. World Trade Center Properties...

  • Page 29
    ... lessen competition or tend to create a monopoly in the transportation of airline passengers in the United States and the transportation of airline passengers to and from the United States on international flights, in violation of Section 7 of the Clayton Act. On August 9, 2010, the plaintiffs filed...

  • Page 30
    ... holders and bankruptcy distribution holders under UAL Corporation's Chapter 11 plan of reorganization. UAL, United and Continental did not pay any dividends in 2012 or 2011. Under the provisions of the Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement, dated as of February...

  • Page 31
    ... 12/01/12-12/31/12 Total - - 122,777 122,777 $ - - 23.38 - - - (b) (b) (b) (a) Shares withheld from employees to satisfy certain tax obligations due upon the vesting of restricted stock. (b) The United Continental Holdings, Inc. 2008 Incentive Compensation Plan provides for the withholding of...

  • Page 32
    ... of Continental Successor for the periods from October 1, 2010 to December 31, 2012. UTL Statement of Consolidated Operations Data (In millions, except per share amounts) 2012 2011 Year Ended December 31, 2010 2009 2008 Income Statement Data: Operating revenue Operating expense Operating income...

  • Page 33
    ... the Company's operating data for the years ended December 31. The 2012, 2011 and 2010 operating data includes results of Continental Successor. Mainline Passengers (thousands) (a) Revenue passenger miles ("RPMs") (millions) (b) Available seat miles ("ASMs") (millions) (c) Cargo ton miles (millions...

  • Page 34
    ...a flight travels weighted for size of aircraft. The average number of hours per day that an aircraft flown in revenue service is operated (from gate departure to gate arrival). Reconciliation of GTTP to non-GTTP Financial Measures UAL evaluates its financial performance utilizing various accounting...

  • Page 35
    Table of Contents 2012 Year ended December 31, 2011 2010 Mainline CTSM excluding special charges and aircraft fuel and related taxes: Operating expense Special charges $ 30,539 (1,323) Third-party business expenses Aircraft fuel and related taxes Profit sharing Operating expense excluding ...

  • Page 36
    ...PRASM") increased 1.7% in 2012 compared to 2011. Full-year 2012 cost per available seat mile ("CASM") increased 6.7% year-over-year. 2012 Operational Highlights • • • For the years ended December 31, 2012 and 2011, the Company recorded a U.S. Department of Transportation on-time arrival rate...

  • Page 37
    ... members' award miles balance. As a result of the conversion to a single passenger service system, the Company now operates using a single reservations system, carrier code, flight schedule, website and departure control system. The Company continued to redeploy aircraft across its global network...

  • Page 38
    ... with its unionized employee groups, although significant increases in the pay and benefits resulting from new collective bargaining agreements would have an adverse financial impact on the Company. In 2013, the Company expects CASM, excluding fuel, profit sharing and third-party business expense to...

  • Page 39
    ...these accounting changes, the Company recorded a special adjustment in 2011 to decrease frequent flyer deferred revenue and increase revenue by $107 million in connection with a modification to The Consolidated Amended and Restated Co-Branded Card Marketing Services Agreement dated June 9, 2011 (the...

  • Page 40
    ... passenger service system. The increase was offset by a decrease in profit sharing and lower workers' compensation and long-term disability. Distribution expenses decreased $83 million, or 5.8%, in 2012 as compared to 2011 due to reduced fees with our online ticket agents, lower credit card discount...

  • Page 41
    ...by the United and Continental pilots represented by ALPA. The Company also recorded charges associated with various voluntary retirement and leave of absence programs for its various employee groups. See Note 21 to the financial statements included in Item 8 of this report for additional information...

  • Page 42
    ... millions, except percentage changes): $ Change $ Increase due to Merger $ 9,211 2,041 11,252 329 19 1,012 $ 12,612 Excluding Merger % Change Excluding Merger Passenger-Mainline Passenger-Regional Total passenger revenue Cargo Special revenue item Other operating revenue $ $ 2011 25,975 6,536...

  • Page 43
    ... the financial statements in Item 8 of this report. In conjunction with these changes, the Company recorded a special adjustment to decrease frequent flyer deferred revenue and increase revenue by $88 million in connection with a modification to the Co-Brand Agreement with Chase. Operating Expense...

  • Page 44
    ...the years ended December 31 (in millions): 2011 Integration and Merger-related costs Termination of maintenance service contract Intangible asset impairments Aircraft impairment Goodwill impairment credit Other Total special items Tax benefit on intangible asset impairments Total special items, net...

  • Page 45
    ... to a one-time special revenue item in 2011, as discussed in UAL's results of operations above. United's traffic and capacity both decreased approximately 2.7%, while passenger revenue per available seat mile remained flat. Average fares were also higher due to fare increases implemented in response...

  • Page 46
    ... in market prices for aircraft fuel, as highlighted in the fuel table in 2012 compared to 2011 - Operating Expense, above; An increase of $62 million, or 1.5%, in salaries and related costs which was primarily driven by new collective bargaining agreements for the Company's pilots, flight attendants...

  • Page 47
    ... related to Continental's results of operations for the year ended December 31 (in millions, except percentage changes): (In millions) Operating Revenue: Passenger revenue Cargo and other revenue Total operating revenue Operating Expense: Aircraft fuel Salaries and related costs Regional capacity...

  • Page 48
    ...to United and Continental pilots' ratification of a new joint collective bargaining agreement with the Company; and Other operating expenses increased by $113 million, or 5.5%, in 2012 primarily due to aircraft redeployment as a result of the Merger and additional trip interruption costs, hotel and...

  • Page 49
    ... October 1, 2010. Cash Flows from Operating Activities 2012 cospared to 2011 UAL's cash from operating activities decreased by $1.5 billion in 2012, as compared to 2011. Cash from operations declined due to the Company's net loss position and the reduction of frequent flyer deferred revenue and...

  • Page 50
    ... outside money managers and movement of liquid assets from cash to short-term investments. United's short-term investments, net of proceeds, increased by $269 million while Continental's short-term investments, net of proceeds, increased by $629 million in 2011 as compared to 2010. Cash Flows from...

  • Page 51
    ... currently owned aircraft, for general corporate purposes. In January 2010, United issued $500 million of the United Senior Secured Notes due 2013 and $200 million of the United Senior Second Lien Notes due 2013, which were secured by United's route authority to operate between the United States and...

  • Page 52
    ... cash balance at all times (as defined in the Amended Credit Facility) Ratio of collateral value to debt obligations (that may increase if a specified dollar value of the route collateral is released) Fixed charge coverage ratio for twelve month periods measured at the end of each calendar quarter...

  • Page 53
    ... process customer credit card transactions for the sale of air travel and other services. Under certain of the Company's credit card processing agreements, the financial institutions either require, or under certain circumstances have the right to require, that the Company maintains a reserve equal...

  • Page 54
    ... and services, primarily information technology support. See Note 17 to the financial statements included in Item 8 of this report for a discussion of our purchase commitments. Contingencies Continental EETCs. In October 2012, Continental created two pass-through trusts, one of which issued $712...

  • Page 55
    ...that apply to the Company, including the European Union Emissions Trading Scheme (which is subject to international dispute), environmental taxes for certain international flights (including the United Kingdom's Air Passenger Duty and Germany's departure ticket tax), limited greenhouse gas reporting...

  • Page 56
    ...to the financial statements in Item 8 of this report. Continental Operating Activities Continental's cash from operating activities decreased by $920 million in 2012 as compared to the 2011 period. This year-over-year decrease was primarily due to a decrease in receivables and advance ticket sales...

  • Page 57
    ... airline partners. Miles can be redeemed for free, discounted or upgraded air travel and non-travel awards. The Company records its obligation for future award redemptions using a deferred revenue model. Miles Earned in Conjunction with Flights. In the case of the sale of air services, the Company...

  • Page 58
    ...our Star Alliance partners participating in reciprocal frequent flyer programs as the estimated selling price for miles. Management prospectively applied this change in estimate effective January 1, 2012. The financial impact of this change in estimate in 2012 was substantially offset by the Company...

  • Page 59
    ... number of critical management assumptions including estimates of future capacity, passenger yield, traffic, operating costs (including fuel prices), appropriate discount rates and other relevant assumptions. The market approach computes fair value by adding a control premium to the Company's market...

  • Page 60
    ... to recognize changes in the Company's fleet plan and other relevant information. A one-year increase in the average depreciable life of UAL's flight equipment would reduce annual depreciation expense on flight equipment by approximately $50 million. The Company evaluates the carrying value of long...

  • Page 61
    ...future payment obligations and the health care cost trend rate. UAL determines the appropriate discount rate for each of its plans based on current rates on high quality corporate bonds that would generate the cash flow necessary to pay plan benefits when due. United's weighted average discount rate...

  • Page 62
    ... forward-looking statements in this report are based upon information available to the Company on the date of this report. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or...

  • Page 63
    ... debt. The following table summarizes information related to the Company's interest rate market risk at December 31 (in millions): UTL 2012 United Continental UTL 2011 United Continental Variable rate debt Carrying value of variable rate debt at December 31 Impact of 100 basis point increase...

  • Page 64
    ... Company may adjust its hedging program based on changes in market conditions. The following table summarizes information related to the Company's cost of fuel and hedging (in millions, except percentages): UTL United Continental 36% Fuel Costs In 2012, fuel cost as a percent of total operating...

  • Page 65
    ...other delivery costs. (c) Cash gain/(loss), including premiums, on existing hedges as of December 31, 2012. Includes all hedges whether or not the hedges are designated for hedge accounting. Foreign Currency. The Company generates revenues and incurs expenses in numerous foreign currencies. Changes...

  • Page 66
    ... No. 2009-13, Multiple Deliverable Revenue Arrangements, effective January 1, 2011. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2012, based on...

  • Page 67
    ... REPORT OF INDEPENDENT REGISTERED PUBLIC TCCOUNTING FIRM The Board of Directors and Stockholder of United Air Lines, Inc. We have audited the accompanying consolidated balance sheets of United Air Lines, Inc. (the "Company") as of December 31, 2012 and December 31, 2011, and the related statements...

  • Page 68
    ... accompanying consolidated balance sheets of Continental Airlines, Inc. (the "Company") as of December 31, 2012 and December 31, 2011 (Successor), and the related statements of consolidated operations, comprehensive income (loss), cash flow, and stockholder's equity for each of the two years in the...

  • Page 69
    ... UNITED CONTINENTTL HOLDINGS, INC. STTTEMENTS OF CONSOLIDTTED OPERTTIONS (In millions, except per share amounts) 2012 Operating revenue: Passenger-Mainline Passenger-Regional Total passenger revenue Cargo Special revenue item Other operating revenue Operating expense: Aircraft fuel Salaries...

  • Page 70
    ...) 2012 Net income (loss) $ (723) Year Ended December 31, 2011 $ 840 $ 2010 253 Other comprehensive income (loss), net: Fuel derivative financial instruments: Reclassification into earnings Change in fair value Employee benefit plans: Net change related to employee benefit plans Investments...

  • Page 71
    ... (In millions, except shares) TSSETS Current assets: Cash and cash equivalents Short-term investments Total unrestricted cash, cash equivalents and short-term investments Restricted cash Receivables, less allowance for doubtful accounts (2012-$13; 2011-$7) Aircraft fuel, spare parts and supplies...

  • Page 72
    ... UNITED CONTINENTTL HOLDINGS, INC. CONSOLIDTTED BTLTNCE SHEETS (In millions, except shares) LITBILITIES TND STOCKHOLDERS' EQUITY Current liabilities: Advance ticket sales Frequent flyer deferred revenue Accounts payable Accrued salaries and benefits Current maturities of long-term debt Current...

  • Page 73
    ... charges, non-cash portion Debt and lease discount amortization Share-based compensation Deferred income taxes Other operating activities Changes in operating assets and liabilities, net of Merger Decrease in frequent flyer deferred revenue and advanced purchase of miles (Increase) decrease in...

  • Page 74
    ... UNITED CONTINENTTL HOLDINGS, INC. STTTEMENTS OF CONSOLIDTTED STOCKHOLDERS' EQUITY (DEFICIT) (In millions) Common Stock Shares Balance at December 31, 2009 Net income Other comprehensive income Shares issued in exchange for Continental common stock Equity component of Continental convertible debt...

  • Page 75
    Table of Contents UNITED TIR LINES, INC. STTTEMENTS OF CONSOLIDTTED OPERTTIONS (In millions) 2012 Operating revenue: Passenger-Mainline Passenger-Regional Total passenger revenue Cargo Special revenue item Other operating revenue Operating expense: Aircraft fuel Salaries and related costs Regional...

  • Page 76
    ...) 2012 $(1,188) Net income (loss) Year Ended December 31, 2011 $ 281 2010 $ 399 Other comprehensive income (loss), net: Fuel derivative financial instruments: Reclassification into earnings Change in fair value Employee benefit plans: Net change related to employee benefit plans Investments...

  • Page 77
    ...(In millions, except shares) Tt December 31, TSSETS Current assets: Cash and cash equivalents Short-term investments Total unrestricted cash, cash equivalents and short-term investments Restricted cash Receivables, less allowance for doubtful accounts (2012-$11; 2011-$5) Aircraft fuel, spare parts...

  • Page 78
    ... UNITED TIR LINES, INC. CONSOLIDTTED BTLTNCE SHEETS (In millions, except shares) Tt December 31, LITBILITIES TND STOCKHOLDER'S DEFICIT Current liabilities: Advance ticket sales Frequent flyer deferred revenue Accounts payable Accrued salaries and benefits Current maturities of long-term debt...

  • Page 79
    ... Special charges, non-cash portion Debt and lease discount amortization Share-based compensation Deferred income taxes Other operating activities Changes in operating assets and liabilities Decrease in frequent flyer deferred revenue and advanced purchase of miles Increase in other current assets...

  • Page 80
    Table of Contents UNITED TIR LINES, INC. STTTEMENTS OF CONSOLIDTTED STOCKHOLDER'S DEFICIT (In millions) Tccumulated Tdditional Common Stock Balance at December 31, 2009 Net income Other comprehensive income Share-based compensation Parent Company contribution related to stock Other Capital $ ...

  • Page 81
    ...millions, except per share amounts) Successor Year Ended December 31, 2012 Operating revenue: Passenger-Mainline Passenger-Regional Total passenger revenue Cargo Special revenue item Other operating revenue Year Ended December 31, 2011 Three Months Ended December 31, 2010 Predecessor Nine Months...

  • Page 82
    ...527 $ 569 $ (95) $ 441 Other comprehensive income (loss), net: Fuel derivative financial instruments: Reclassification into earnings Change in fair value Employee benefit plans: Net change related to employee benefit plans Investments and other Tax expense on other comprehensive loss 65 (28...

  • Page 83
    ... shares) Tt December 31, TSSETS Current assets: Cash and cash equivalents Short-term investments Total cash, cash equivalents and short-term investments Receivables, less allowance for doubtful accounts (2012 - $2; 2012 2011 $ 1,999 1,447 3,446 144 $ 2,782 1,241 4,023 2011 - $2) Aircraft fuel...

  • Page 84
    ... 31, LITBILITIES TND STOCKHOLDER'S EQUITY Current liabilities: Advance ticket sales Frequent flyer deferred revenue Accounts payable Accrued salaries and benefits Current maturities of long-term debt Current maturities of capital leases Payables to related parties Other 2012 2011 $ 39 - 798 559...

  • Page 85
    ..., non-cash portion Debt and lease discount amortization Share-based compensation Deferred income taxes Other operating activities Changes in operating assets and liabilities, net of Merger - Increase (decrease) in frequent flyer deferred revenue and advanced purchase of miles (Increase) decrease...

  • Page 86
    ... Issuance of common stock pursuant to stock plans Share-based compensation Balance at September 30, 2010 Successor Company - - 2 - 141 - - - - 1 - - 28 10 (1,185) - 93 $ 590 441 93 - - - (1) - - (1,092) 28 10 1,162 2,254 Merger Impact: Elimination of equity accounts in connection with the...

  • Page 87
    ... (the "Merger"). Upon closing of the Merger, UAL Corporation became the parent company of both United and Continental and UAL Corporation's name was changed to United Continental Holdings, Inc. Pursuant to the terms of the Merger agreement, each outstanding share of Continental common stock was...

  • Page 88
    ... first quarter of 2012, at which point United automatically enrolled OnePass members in MileagePlus and deposited into those MileagePlus accounts award miles equal to OnePass members' award miles balance. Miles Earned in Conjunction with Flights In the case of the sale of air services, the Company...

  • Page 89
    ... average ticket value of each outstanding mile, based upon projected redemption patterns for available award choices when such miles were consumed. Co-branded Credit Card Partner Mileage Sales United also has a significant contract to sell frequent flyer miles to its co-branded credit card partner...

  • Page 90
    ... credit card contracts, and as a result, we recorded a one-time non-cash adjustment to decrease frequent flyer deferred revenue and increase special revenues by $107 million in June 2011, which is included in the table below under Accounting Policy Changes. The Company records passenger revenue...

  • Page 91
    ... process credit card ticket sales and cash collateral received from fuel hedge counterparties. Restricted cash, cash equivalents and investments are classified as short-term or long-term in the consolidated balance sheets based on the expected timing of return of the assets to the Company. Airline...

  • Page 92
    ...For the year ended December 31, 2012, UAL, United and Continental depreciation expense related to computer software was $81 million, $37 million and $44 million, respectively. Aircraft parts were assumed to have residual values with a range of 7% to 11% of original cost, depending on type, and other...

  • Page 93
    ... value and fair market value. See Note 21 for information related to asset impairments. (n) Share-Based Compensation- The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The resulting cost...

  • Page 94
    ... adjusted periodically based on awards earned, awards redeemed, changes in the incremental costs and changes in the frequent flyer program. Changes in the liability were recognized as passenger revenue in the period of change. NOTE 3 - RECENTLY ISSUED TCCOUNTING STTNDTRDS In May 2011, the Financial...

  • Page 95
    ...404 $ United 593 $ 404 3,614 Total 3,584 2012 2011 $ Finite-lived intangible assets Airport slots and gates 9 $ Hubs Patents 20 3 72 145 70 59 52 70 $ 72 145 70 $ 52 44 70 Frequent flyer database Contracts Other Total Indefinite-lived intangible assets Airport slots Route authorities...

  • Page 96
    ...common stock were reserved for future issuance related to the conversion of convertible debt securities and the issuance of equity based awards under UAL's incentive compensation plans. As of December 31, 2012, UAL had two shares of junior preferred stock (par value $0.01 per share) outstanding. In...

  • Page 97
    ...273 207 40 3 $ Basic weighted-average shares outstanding Effect of UAL 6% senior convertible notes Effect of Continental 4.5% convertible notes Effect of employee stock options Effect of Continental 5% convertible notes Diluted weighted-average shares outstanding - - - - 331 12 2 - 383 Earnings...

  • Page 98
    ... options, stock appreciation rights, restricted stock awards, RSUs, performance compensation awards, performance units, cash incentive awards and other types of equity-based and equity-related awards. As part of the Merger, UAL assumed all of Continental's outstanding share-based compensation plans...

  • Page 99
    ... Compensation Plan. These share-based compensation awards include approximately 0.5 million shares of restricted stock and 0.6 million of 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...

  • Page 100
    ... received $23.66 in exchange for each share unit, based on the closing price of UAL stock on the day prior to the Merger closing. The cash payment to settle these awards was $18 million and was paid during the fourth quarter of 2010. Certain officers entered into separate agreements with the Company...

  • Page 101
    ... to be zero since UAL did not have any plans to pay dividends at the time of the option grants. The volatility assumptions were based upon historical volatilities of UAL and other comparable airlines whose shares are traded using daily stock price returns equivalent to the contractual term of the...

  • Page 102
    ..., 2011 and 2010 was $27 million, $7 million and $33 million, respectively. The fair value of the restricted stock awards was primarily based upon the share price on the date of grant. These awards are accounted for as equity awards. The fair value of the cash-settled RSUs was based upon the Company...

  • Page 103
    ... Based Employee Stock Option Plan, which vested over three years and have a term of six years, were already fully vested on the Merger closing date. Outstanding stock options granted under the Continental Incentive Plan 2000, the Continental 1998 Stock Incentive Plan, and the Continental 1997 Stock...

  • Page 104
    ...the number of PBRSUs subject to the award, the average closing price of Continental common stock during the 20 trading days preceding the payment date and the payment percentage set by the Human Resources Committee of Continental's Board of Directors for achieving the applicable profit sharing-based...

  • Page 105
    ... Continental Predecessor Year Ended December 31, 2011 Income tax provision at statutory rate State income taxes, net of federal income tax Nondeductible acquisition costs Nondeductible employee meals Nondeductible interest expense Derivative market adjustment Nondeductible compensation Valuation...

  • Page 106
    ... (a) Frequent flyer deferred revenue (a) Employee benefits, including pension, postretirement, medical and the Pension Benefit Guaranty Corporation ("PBGC") notes (a) Lease fair value adjustment AMT credit carryforwards Other assets (a) Less: Valuation allowance Total deferred tax assets United...

  • Page 107
    ... of state tax benefits of the net operating losses of $196 million for UAL expires over a five to 20-year period. Both United and Continental experienced an "ownership change" as defined under Section 382 of the Internal Revenue Code of 1986, as amended, as a result of the Merger. However, the...

  • Page 108
    ... a lapse of the statute of limitations Increase due to Continental's uncertain tax positions at the Merger closing date Increase in unrecognized tax benefits as a result of tax positions taken during the current period Balance at December 31, 2012 $ 24 (12) 2011 2010 $ 32 - (9) - - 1 $ 24 $ 16...

  • Page 109
    ... financial statements for the defined benefit and other postretirement plans (in millions): Pension Benefits Year Ended December 31, 2012 Accumulated benefit obligation: Change in projected benefit obligation: Projected benefit obligation at beginning of year Service cost Interest cost Actuarial...

  • Page 110
    ...Interest cost Plan participants' contributions Pilots' liability transfer Actuarial (gain) loss Federal subsidy Plan amendments Gross benefits paid Benefit obligation at end of year Other Postretirement Benefits Year Ended Year Ended December 31, 2011 December 31, 2012 United Continental UTL United...

  • Page 111
    ... 2011 $ 145 129 58 Continental 2012 2011 $ 4,243 $ 3,449 3,744 3,101 1,936 1,673 Net periodic benefit cost for the years ended December 31, included the following components (in millions): 2012 Service cost Interest cost Expected return on plan assets Amortization of prior service cost (credit...

  • Page 112
    ... benefit obligations Discount rate Weighted-average assumptions used to determine net expense Discount rate Expected return on plan assets Health care cost trend rate assumed for next year Rate to which the cost trend rate is assumed to decline (ultimate trend rate in 2020) 2012 4.13% 2011...

  • Page 113
    ...change in the assumed health care trend rate for the Company would have the following additional effects (in millions): UTL 1% Increase 1% Decrease Effect on total service and interest cost for the year ended December 31, 2012 Effect on postretirement benefit obligation at December 31, 2012 United...

  • Page 114
    ... funds Fixed-income securities Insurance contract Other investments Total Other Postretirement Benefit Plan Assets: Deposit administration fund Total $125 56 36 4 $221 United - 2012 Level 1 Level 2 $ - $ 125 - 56 - - - 4 $ - $ 185 United - 2011 Level 3 $ - - 36 - $ 36 Total $ 102 47 42 4 $195...

  • Page 115
    ... above have satisfied its required contributions through the 2012 calendar year. Expected 2013 employer contributions to all of the Company's pension and postretirement plans are as follows (in millions): Other Postretirement Benefits $ 134 124 10 UAL United Continental 114 Pension $ 217 17 200

  • Page 116
    ... The Company's contributions to its defined contribution plans for the years ended December 31 were as follows (in millions): Continental Continental Predecessor Successor UTL (a) United (a) 2012 $ 366 $ 254 $ 112 2011 325 230 95 2010 254 231 23 $ 74 (a) UAL and United amounts include International...

  • Page 117
    ... statements of operations. During 2010, United and Continental maintained separate employee profit sharing plans for the employees of each respective subsidiary. United's profit sharing plan paid 15% of total GAAP pre-tax profits, excluding special items and share-based compensation expense...

  • Page 118
    ... route network through a single route scheduling system to maximize the value of UAL. When making resource allocation decisions, the Company's chief operating decision maker evaluates flight profitability data, which considers aircraft type and route economics, but gives no weight to the financial...

  • Page 119
    ... earnings Change in fair value of derivatives Change in fair value of other financial instruments Employee benefit plans: Reclassification of unrecognized net actuarial losses into earnings Current year actuarial losses Balance at December 31, 2012 Tctuarial Gains (Losses) and Prior Service Cost...

  • Page 120
    ... losses into earnings Change in fair value of derivatives Change in fair value of other financial instruments Employee benefit plans: Reclassification of unrecognized net actuarial gains into earnings Current year actuarial losses Balance at December 31, 2012 and Prior Service Cost $ 57 - - - (12...

  • Page 121
    ... Company and Prior Service Cost Unrealized Gain (Loss) on Derivatives and Other Financial Income Tax Benefit (Expense) Instruments Total Balance at December 31, 2009 Derivative financial instruments: Reclassification of losses into earnings Change in fair value of derivatives Employee benefit...

  • Page 122
    ...measured at fair value on a recurring basis in the Company's financial statements as of December 31 (in millions): Total Cash and cash equivalents Short-term investments: Asset-backed securities Corporate debt Certificates of deposit placed through an account registry service ("CDARS") Auction rate...

  • Page 123
    ... Fuel derivatives, net Foreign currency derivatives Restricted cash Convertible debt derivative asset Convertible debt option liability 2012 Level 1 Level 2 $ 1,999 699 398 228 116 4 $ 1,999 110 - - $ - 699 398 228 - 4 Level 3 Total Continental $ - $ 2,782 2011 Level 1 Level 2 Level...

  • Page 124
    ...Value at Item Valuation Technique Unobservable Input Range (Weighted Average) December 31, 2012 Auction rate securities Discounted Cash Flows Credit risk premium (a) 1% $ 116 Illiquidity premium (b) 5% Expected repayments (c) Assumed repayment in years 2013 through 2036 EETC 63 Discounted Cash Flows...

  • Page 125
    ... trading prices are not available, or (c) internally-developed models of the expected future cash flows related to the securities. Fuel Derivatives Derivative contracts are privately negotiated contracts and are not exchange traded. Fair value measurements are estimated with option pricing...

  • Page 126
    ... years. The availability and price of aircraft fuel significantly affects the Company's operations, results of operations, financial position and liquidity. Aircraft fuel prices can fluctuate based on a multitude of factors including market expectations of supply and demand balance, inventory levels...

  • Page 127
    ... Company's derivatives were reported in its consolidated balance sheets as follows (in millions): 2012 2011 Classification Derivatives designated as cash flow hedges Balance Sheet Location UTL United Continental UTL United Continental Assets: Fuel contracts due within one year Receivables...

  • Page 128
    ... 2011 2011 UAL United Continental Fuel derivatives not designated as cash flow hedges $ (51) (23) $ (28) 163 172 (9) $ (141) $ (76) (65) 503 417 $ (1) $ - (1) (59) (21) (38) 86 Tircraft Fuel 2012 2011 2010 Nonoperating Income (Expense) 2012 2011 2010 Total Gain (Loss) 2012 2011...

  • Page 129
    ...term debt-United Long-term debt, net-United Continental: Secured Notes payable, fixed interest rates of 4.00% to 9.25% (weighted average rate of 6.05% as of December 31, 2012), payable through 2024 Notes payable, floating interest rates of LIBOR plus 0.35% to 5.0%, payable through 2022 6.75% senior...

  • Page 130
    ... does not agree to Continental's balance sheet by the amount of this adjustment. The table below presents the Company's contractual principal payments at December 31, 2012 under then-outstanding long-term debt agreements in each of the next five calendar years (in millions): 2013 2014 2015 2016...

  • Page 131
    ... to pay the redemption price in shares of UAL common stock only if the closing price of UAL common stock has not been less than 125% of the conversion price for the 60 consecutive trading days immediately prior to the redemption date. New PBGC Notes. On December 31, 2012, UAL and United entered...

  • Page 132
    ... in the table of outstanding debt above, which are similar in structure to the United EETCs described above. In March 2012, Continental created two passthrough trusts that issued an aggregate principal amount of $892 million of pass-through certificates. Continental received all $892 million in...

  • Page 133
    ... $18.93 per share. Continental does not have the option to pay the conversion price in cash; however, holders of the notes may require Continental to repurchase all or a portion of the notes for cash at par plus any accrued and unpaid interest if certain changes in control of Continental occur...

  • Page 134
    ... investments, pay dividends on or repurchase stock, or merge with other companies. UAL and United must also maintain a specified minimum 1.5 to 1.0 ratio of EBITDAR to the sum of the following fixed charges for all applicable periods: (a) cash interest expense and (b) cash aircraft operating rental...

  • Page 135
    ... provision if Continental fails to make payment when due with respect to certain obligations regarding frequent flyer miles purchased by Chase under the Company's Co-Brand Agreement. NOTE 15 - LETSES TND CTPTCITY PURCHTSE TGREEMENTS The Company leases aircraft, airport passenger terminal space...

  • Page 136
    ... of Contents At December 31, 2012, the Company's scheduled future minimum lease payments under operating leases having initial or remaining noncancelable lease terms of more than one year, aircraft leases, including aircraft rent under capacity purchase agreements and capital leases (substantially...

  • Page 137
    ... not include a residual value guarantee, fixed-price purchase option, or similar feature. The table below summarizes the Company's nonaircraft rent expense for the years ended December 31 (in millions): 2012 2011 2010 UTL $ 1,278 1,265 839 United $ 654 666 685 Continental Successor $ 624 599...

  • Page 138
    ... inflation adjustments, for each block hour flown (the hours from gate departure to gate arrival) and to reimburse the regional carrier for various pass-through expenses related to the flights. Under the CPAs, we are responsible for the cost of providing fuel for all flights and for paying aircraft...

  • Page 139
    ...we pay to our regional operators under CPAs could differ materially from these estimates. For example, a 10% increase or decrease in scheduled block hours for all of United's and Continental's regional operators (whether as a result of changes in average daily utilization or otherwise) in 2013 would...

  • Page 140
    ... through certain bankruptcy protection provisions, a liquidity facility (in certain of the EETC structures) and improved loan-to-value ratios for more senior debt classes. These credit enhancements lower the Company's total borrowing cost. Pass-through trusts are established to receive principal and...

  • Page 141
    ... Boeing 787 aircraft, and have reached a resolution with Boeing regarding compensation to be received in connection with those delays. Credit Card Processing Agreements The Company has agreements with financial institutions that process customer credit card transactions for the sale of air travel...

  • Page 142
    ... remaining terms of up to nine years and an aggregate balance of $2.8 billion (consisting of United's $2.1 billion and Continental's $744 million balance), 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...

  • Page 143
    ... Company. On December 15, 2012, the pilots for both United and Continental ratified a joint collective bargaining agreement with the Company. In February 2013, the Company reached tentative agreements on new joint collective bargaining agreements with the IAM for the fleet service, passenger service...

  • Page 144
    ...be allocated to MileagePlus members' account by 2017. The Co-Brand Agreement contains termination penalties that may require United and Continental to make certain payments and repurchase outstanding pre-purchased miles in cases such as the Company's insolvency, bankruptcy or other material breaches...

  • Page 145
    ... historical financial statements of Continental. Intercompany receivables and payables between United and Continental will be settled when United Air Lines, Inc. and Continental Airlines, Inc. merge into one legal entity. Frequent flyer program transition In the first quarter of 2012, the Company...

  • Page 146
    ... United ticket stock. Revenue will continue to be recorded by the carrier that is operating the flight. Revenue and expense allocation Until United Air Lines, Inc. and Continental Airlines, Inc. are merged into one legal entity, revenue and expenses will continue to be recorded by each entity based...

  • Page 147
    ... second quarter of 2011, the Company modified the previously existing United and Continental cobranded credit card agreements with Chase as a result of the Merger. This modification resulted in the following one-time adjustment to decrease frequent flyer deferred revenue and increase special revenue...

  • Page 148
    ... Merger. Labor agreement costs In December 2012, the United and Continental pilots represented by the Air Line Pilots Association, International ratified a new joint collective bargaining agreement with the Company. The Company recorded $475 million of expense associated with lump sum cash payments...

  • Page 149
    ... of Flight Attendants, the Company offered a voluntary program for flight attendants at United to retire early in exchange for a cash severance payment. The payments are dependent on the number of years of service each employee has accumulated. Approximately 1,300 flight attendants accepted...

  • Page 150
    ... Medical Costs Permanently Grounded Tircraft Unused Facilities UTL Balance at December 31, 2009 Liability assumed due to Merger, October 1, 2010 Accrual Payments Balance at December 31, 2010 Accrual Payments Balance at December 31, 2011 Accrual Payments Balance at December 31, 2012 United Balance...

  • Page 151
    .... Total accrual and payments in the Successor period were $81 million and $50 million, respectively. The Company's accrual and payment activity in 2012 and 2011 is primarily related to severance and other compensation expense associated with voluntary employee programs and the Merger, respectively...

  • Page 152
    ...2011 Special charges (income): Revenue - Co-brand Agreement modification (Note 2(c)) Integration-related costs Termination of maintenance service contract Aircraft-related charges (gains), net Intangible asset impairment Other special items Total special items Income tax benefit Total special items...

  • Page 153
    ...controls and procedures were designed and operating effectively to report the information each company is required to disclose in the reports they file with the SEC on a timely basis. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer of UAL, United and Continental...

  • Page 154
    ...in all material respects, effective internal control over financial reporting as of December 31, 2012, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and...

  • Page 155
    ..., 2012. Our independent registered public accounting firm, Ernst & Young LLP, who audited UAL's consolidated financial statements included in this Form 10-K, has issued a report on UAL's internal control over financial reporting, which is included herein. United Tir Lines, Inc. Management Report on...

  • Page 156
    ... Chief Financial Officer concluded that its internal controls over financial reporting were effective as of December 31, 2012. This annual report does not include an attestation report of Continental's registered public accounting firm regarding internal control over financial reporting. Management...

  • Page 157
    ...and Business Development. From October 2010 to April 2012, Mr. Foland served as Executive Vice President of UAL, United and Continental and President of Mileage Plus Holdings, LLC. From January 2009 to September 2010, Mr. Foland served as Senior Vice President Worldwide Sales and Marketing of United...

  • Page 158
    ... 10-K. ITEM 14. PRINCIPTL TCCOUNTTNT FEES TND SERVICES. In October 2002, the Audit Committee of the UAL Board of Directors adopted a policy on pre-approval of services of the Company's independent registered public accounting firm. As a wholly owned subsidiary of UAL, United's audit services were...

  • Page 159
    ... the effectiveness of internal control over financial reporting of United Continental Holdings, Inc. and its wholly owned subsidiaries. Audit fees also include the audits of the consolidated financial statements of United Air Lines, Inc. and Continental Airlines, Inc., attestation services required...

  • Page 160
    ... FEES Fees for all other services billed in 2012 and 2011 consist of subscriptions to Ernst & Young LLP's on-line accounting research tool. PTRT IV ITEM15. EXHIBITS, FINTNCITL STTTEMENTS TND SCHEDULES. (a)(1) Financial Statements. The financial statements required by this item are listed in Item...

  • Page 161
    ... by the undersigned, thereunto duly authorized. UNITED CONTINENTAL HOLDINGS, INC. UNITED AIR LINES, INC. CONTINENTAL AIRLINES, INC. (Registrants) By: /s/ JOHN D. RAINEY John D. Rainey Executive Vice President and Chief Financial Officer Date: February 25, 2013 Pursuant to the requirements of the...

  • Page 162
    ... Oscar Munoz Director /s/ LAURENCE E. SIMMONS Laurence E. Simmons Director /s/ GLENN F. TILTON Glenn F. Tilton /s/ DAVID J. VITALE David J. Vitale Director Director /s/ JOHN H. WALKER John H. Walker /s/ CHARLES A. YAMARONE Charles A. Yamarone Director Director Date: February 25, 2013 161

  • Page 163
    ...) Executive Vice President and Chief Financial Officer and Director (Principal Financial Officer) Vice President and Controller (Principal Accounting Officer) Director /s/ CHRIS KENNY Chris Kenny /s/ JAMES E. COMPTON James E. Compton /s/ PETER D. MCDONALD Peter D. McDonald Date: February 25, 2013...

  • Page 164
    ... doubtful accounts - United: 12 3 $ 2012 2011 2010 Tllowance for doubtful accounts - Continental: $ 5 5 14 $ 11 5 3 $ 3 3 1 1 40 31 $ 5 12 3 $ 5 5 2 2 1 2012 2011 October 1 to December 31, 2010 (Successor Company) January 1 to September 30, 2010 (Predecessor Company) Obsolescence allowance...

  • Page 165
    ...the year ended December 31, 2010, Commission file number 1-6033, and incorporated herein by reference) *4.3 UAL United First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement, dated as of December 5, 2007, by and among United Air Lines, Inc., UAL Corporation and...

  • Page 166
    ... 10-K for the year ended December 31, 2010, Commission file number 1-6033, and incorporated herein by reference) 4.6 UAL United UAL United Amended and Restated Indenture, dated as of January 11, 2013, by and among United Continental Holdings, Inc. as Issuer, United Air Lines, Inc. as Guarantor...

  • Page 167
    ... Continental's S-3 dated February 7, 2001, Commission file number 1-10323, and incorporated herein by reference) *4.15 UAL Continental First Supplemental Indenture, dated as of October 1, 2010, by and among Continental Airlines, Inc., United Continental Holdings, Inc. and Wilmington Trust Company...

  • Page 168
    ... United Continental Holdings, Inc. Profit Sharing Plan, as amended and restated, effective January 1, 2011 (filed as Exhibit 10.1 to UAL's Form 10-K for the year ended December 31, 2010, Commission file number 1-6033, and incorporated herein by reference) *†10.2 UAL Employment Agreement, dated...

  • Page 169
    ...to UAL's Form 10-K for the year ended December 31, 2010, Commission file number 1-6033, and incorporated herein by reference) Employment Agreement, dated as of October 1, 2010, by and among United Continental Holdings, Inc., United Air Lines, Inc. and Peter D. McDonald (filed as Exhibit 10.18 to UAL...

  • Page 170
    ... of United Continental Holdings, Inc., United Air Lines, Inc., and Continental Airlines, Inc. (filed as Exhibit 10.24 to UAL's Form 10-K for the year ended December 31, 2011, Commission file number 1-6033, and incorporated herein by reference) United Continental Holdings, Inc. Officer Travel Policy...

  • Page 171
    ...'s Form 10-K for the year ended December 31, 2010, Commission file number 16033, and incorporated herein by reference) (2011 awards) Form of Restricted Share Award Notice pursuant to the United Continental Holdings, Inc. 2008 Incentive Compensation Plan (awards after 2011) (filed as Exhibit 10.37 to...

  • Page 172
    ... restated, effective June 9, 2011 filed as Exhibit 10.3 to UAL's Form 10-Q for the quarter ended June 30, 2011, Commission file number 1-6033, and incorporated herein by reference) Form of Share Unit Award Notice pursuant to the UAL Corporation 2006 Director Equity Incentive Plan (filed as Exhibit...

  • Page 173
    ...United Continental Holdings, Inc. 2006 Director Equity Incentive Plan (filed as Exhibit 10.4 to UAL's Form 10-Q for the quarter ended June 30, 2011, Commission file number 1-6033, and incorporated herein by reference) (for awards granted on or after June 2011) Letter Agreement, dated October 1, 2010...

  • Page 174
    ...United *†10.71 United Air Lines, Inc. Management Cash Match Program effective April 1, 2010 (filed as Exhibit 10.76 to UAL's Form 10-K for the year ended December 31, 2011, Commission file number 1-6033, and incorporated herein by reference) *^10.72 Airbus A350-900XWB Purchase Agreement, dated...

  • Page 175
    ... United UAL United UAL United UAL United UAL Continental Letter Agreement No. 4 to the Airbus A350-900XWB Purchase Agreement, dated March 5, 2010, by and among Airbus S.A.S and United Air Lines. Inc. (filed as Exhibit 10.31 to UAL's Form 10-Q for quarter ended March 31, 2010, Commission file number...

  • Page 176
    ...'s Form 10-K for the year ended December 31, 1996, Commission file number 1-10323, and incorporated herein by reference) *^10.89 Supplemental Agreement No. 2 to Purchase Agreement No. 1951, dated March 5, 1997 (filed as Exhibit 10.3 to Continental's Form 10-Q for the quarter ended March 31, 1997...

  • Page 177
    ...' Form 10-Q for the quarter ended September 30, 1999, Commission file number 1-10323, and incorporated herein by reference) Supplemental Agreement No. 13 to Purchase Agreement No. 1951, dated October 13, 1999 (filed as Exhibit 10.25(n) to Continental's Form 10-K for the year ended December 31, 1999...

  • Page 178
    ...'s Form 10-Q for the quarter ended September 30, 2003, Commission file number 110323, and incorporated herein by reference) Supplemental Agreement No. 30 to Purchase Agreement No. 1951, dated November 4, 2003 (filed as Exhibit 10.23(ae) to Continental's Form 10-K for the year ended December 31, 2003...

  • Page 179
    ... 10-K for the year ended December 31, 2008, Commission file number 1-10323, and incorporated herein by reference) *^10.135 *^10.136 Supplemental Agreement No. 48 to Purchase Agreement No. 1951, dated January 29, 2009 (filed as Exhibit 10.3 to Continental's Form 10-Q for the quarter ended June 30...

  • Page 180
    ...60 to Purchase Agreement No. 1951, dated November 7, 2012 *^10.149 Aircraft General Terms Agreement, dated October 10, 1997, by and among Continental and Boeing (filed as Exhibit 10.15 to Continental's Form 10-K for the year ended December 31, 1997, Commission File Number 1-10323, and incorporated...

  • Page 181
    ... quarter ended June 30, 2002, Commission file number 1-10323, and incorporated herein by reference) Supplemental Agreement No. 10 to Purchase Agreement No. 2061, dated November 4, 2003 (filed as Exhibit 10.26(j) to Continental's Form 10-K for the year ended December 31, 2003, Commission file number...

  • Page 182
    ... for the year ended December 31, 2009, Commission file number 1-10323, and incorporated herein by reference) *^10.167 *^10.168 *^10.169 Supplemental Agreement No. 19 to Purchase Agreement No. 2061, dated March 2, 2010 (filed as Exhibit 10.4 to Continental's Form 10-Q for the quarter ended March...

  • Page 183
    ... No. 6-1162-KKT-080, dated July 12, 2012, among Boeing, United Continental Holdings, Inc., United Air Lines, Inc., and Continental Airlines, Inc. (filed as Exhibit 10.4 to UAL's Form 10-Q for the quarter ended September 30, 2012, Commission file number 1-6033, and incorporated herein by reference...

  • Page 184
    ... Charges and Preferred Stock Dividend Requirements Continental Airlines, Inc. and Subsidiary Companies Computation of Ratio of Earnings to Fixed Charges List of Subsidiaries 21 UAL United Continental List of United Continental Holdings, Inc., United Air Lines, Inc. and Continental Airlines, Inc...

  • Page 185
    ... Public Accounting Firm (Ernst & Young LLP) for United Continental Holdings, Inc. Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP) for United Air Lines, Inc. Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP) for Continental Airlines, Inc. Rule...

  • Page 186
    ... each of United Continental Holdings, Inc.'s, United Air Lines, Inc.'s and Continental Airlines, Inc.'s Annual Reports on Form 10-K for the year ended December 31, 2012, formatted in XBRL (Extensible Business Reporting Language): (i) the Statements of Consolidated Operations, (ii) the Statements of...

  • Page 187
    ...Stock, par value $0.01 per share, of the Corporation. 1.8 "Corporation " means United Continental Holdings, Inc. 1.9 "DGCL" means the General Corporation Law of the State of Delaware, as amended from time to time. 1.10 "Director" means a member of the Board. 1.11 "Entire Board" means all Directors...

  • Page 188
    ... market value determined in the reasonable good faith judgment of the Board) in any transaction or series of transactions (other than sales in the ordinary course of business) and (b) any merger or consolidation to which the Corporation is a party, except for (x) a merger which is effected solely...

  • Page 189
    ... . A meeting of Stockholders shall be held annually for the election of Directors and the transaction of other business at an hour and date as shall be determined by the Board and designated in the notice of meeting. 2.2 Special Meetings . Subject to the Restated Certificate, a special meeting...

  • Page 190
    ... may include individuals who serve the Corporation in other capacities, including, without limitation, as officers, employees, agents or representatives of the Corporation, to act at the meeting and make a written report thereof. One or more persons may be designated as alternate inspectors to...

  • Page 191
    ... notice shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not more than 120 days and not less than 90 days prior to the one-year anniversary of the preceding year's annual meeting; provided, however, that in the event that the date...

  • Page 192
    ... Stockholder to be timely must be so delivered, or mailed and received, not later than the close of business on the tenth day following the day on which public announcement of the date of such annual meeting is first made by the Corporation. In no event shall any adjournment of an annual meeting or...

  • Page 193
    ...; any performance related fees (other than an asset based fee) that such Proposing Person is entitled to based on any increase or decrease in the price or value of shares of any class or series of the capital stock of the Corporation, or any Synthetic Equity Interests or Short Interests, if any...

  • Page 194
    ... other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K if such Proposing Person were the "registrant" for purposes of such rule and the proposed nominee were a Director or executive officer of such registrant; and...

  • Page 195
    ... the event that the number of Directors to be elected to the Board at the annual meeting is increased and there is no public announcement by the Corporation naming all of the nominees for Director or specifying the size of the increased Board made by the Corporation at least ten days before the last...

  • Page 196
    ...nominees for any new positions created by such increase, if it shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth day following the day on which such public announcement is first made...

  • Page 197
    ... of proposals in the Corporation's proxy statement pursuant to Rule 14a- 8 under the Exchange Act. 2.11 List of Stockholders . It shall be the duty of the Secretary or other officer who has charge of the stock ledger to prepare and make, at least ten (10) days before each annual or special meeting...

  • Page 198
    ... Board Meetings . Notice of any meeting shall be sent to each Director at his or her residence or usual place of business either (a) by reputable overnight delivery service in circumstances to which such service guarantees next day delivery, not later than on the day that is the second business day...

  • Page 199
    .... Any such resignation shall take effect at the time received by the Corporation, unless the resignation specifies a later effective date or an effective date determined upon the happening of one or more events. 3.13 Removal of Directors . Any Director or the entire Board may be removed with or...

  • Page 200
    ... the next subsequent year and until their respective successors are appointed. (b) So far as practicable, members of each committee of the Board shall be appointed annually at the organization meeting of the Board. The Board may designate one or more Directors as alternate members of any committee...

  • Page 201
    ... day delivery, not later than on the day that is the second business day immediately preceding the day of such meeting, or (b) by facsimile, telex, telegram or electronic mail, not later than twenty-four (24) hours before the time of such meeting. If sent by overnight delivery service, such notice...

  • Page 202
    ...Employees and Agents: Powers And Duties 5.1 Officers. The officers of the Corporation, who shall be elected by the Board, may be a Chairman of the Board (who shall be a Director), a Treasurer and one or more Assistant Treasurers, and shall be a Chief Executive Officer, a President, one or more Vice...

  • Page 203
    ... as an officer, agent or employee of the Corporation shall not of itself create contract rights. 5.4 Vacancies. If any vacancy occurs in any office, the Board may elect a successor to fill such vacancy for the remainder of the term. 5.5 Chairman of the Board . (a) The Board may elect a Director as...

  • Page 204
    ... designation, the Board may make such designation at a regular or special meeting called for that purpose. 5.9 Vice Presidents and Other Officers. The several Vice Presidents and other elected officers, including, without limitation, the General Counsel, shall perform all such duties and services...

  • Page 205
    ... with applicable law. 5.14 Prohibition on Loans to Directors and Executive Officers . The Corporation shall not directly or indirectly extend or maintain credit, arrange for the extension of credit, or renew an extension of credit, in the form of a personal loan to or for any member of the Board or...

  • Page 206
    ... to transfer) duly executed and filed with the Corporation's Transfer Agent or Registrar. Except as otherwise provided in the Restated Certificate, and subject to any other transfer restriction applicable thereto, shares of certificated stock may be transferred by delivery of the certificates...

  • Page 207
    ...by the Board at any regular or special meeting and may be paid in cash or in property or in shares of the capital stock. Before paying any dividend or making any distribution of profits, the Directors may set apart out of any funds of the Corporation available for dividends a reserve or reserves for...

  • Page 208
    ... of the Directors voting at a meeting of the Board at which a quorum is present or (b) by the affirmative vote of the holders of at least a majority in voting power of the stock entitled to vote thereon, at an annual meeting of Stockholders, or at a special meeting thereof, the notice of which...

  • Page 209
    ... share, of the Corporation. 1.8 "Corporation " means United Continental Holdings, Inc. 1.9 "DGCL" means the General Corporation Law of the State of Delaware, as amended from time to time. 1.10 "Director" means a member of the Board. 1.11 "Effective Time" means the date and time of the filing with...

  • Page 210
    ... to the Merger Agreement. 1.17 "Merger Agreement" means that certain Agreement and Plan of Merger dated as of May 2, 2010, by and among the Corporation, Continental Airlines, Inc. and JT Merger Sub Inc., as amended from time to time. 1.158 "Preferred Stock" means the Preferred Stock, without par...

  • Page 211
    ... a Vice President of the Corporation. ARTICLE 2 Stockholders' Meetings 2.1 Annual Meeting . A meeting of Stockholders shall be held annually for the election of Directors and the transaction of other business at an hour and date as shall be determined by the Board and designated in the notice of...

  • Page 212
    ... may include individuals who serve the Corporation in other capacities, including, without limitation, as officers, employees, agents or representatives of the Corporation, to act at the meeting and make a written report thereof. One or more persons may be designated as alternate inspectors to...

  • Page 213
    ... notice shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not more than 120 days and not less than 90 days prior to the one-year anniversary of the preceding year's annual meeting; provided, however, that in the event that the date...

  • Page 214
    ... Stockholder to be timely must be so delivered, or mailed and received, not later than the close of business on the tenth day following the day on which public announcement of the date of such annual meeting is first made by the Corporation. In no event shall any adjournment of an annual meeting or...

  • Page 215
    ...; any performance related fees (other than an asset based fee) that such Proposing Person is entitled to based on any increase or decrease in the price or value of shares of any class or series of the capital stock of the Corporation, or any Synthetic Equity Interests or Short Interests, if any...

  • Page 216
    ... other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K if such Proposing Person were the "registrant" for purposes of such rule and the proposed nominee were a Director or executive officer of such registrant; and...

  • Page 217
    ... the event that the number of Directors to be elected to the Board at the annual meeting is increased and there is no public announcement by the Corporation naming all of the nominees for Director or specifying the size of the increased Board made by the Corporation at least ten days before the last...

  • Page 218
    ...nominees for any new positions created by such increase, if it shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth day following the day on which such public announcement is first made...

  • Page 219
    ... of proposals in the Corporation's proxy statement pursuant to Rule 14a- 8 under the Exchange Act. 2.11 List of Stockholders . It shall be the duty of the Secretary or other officer who has charge of the stock ledger to prepare and make, at least ten (10) days before each annual or special meeting...

  • Page 220
    ... Board Meetings . Notice of any meeting shall be sent to each Director at his or her residence or usual place of business either (a) by reputable overnight delivery service in circumstances to which such service guarantees next day delivery, not later than on the day that is the second business day...

  • Page 221
    .... Any such resignation shall take effect at the time received by the Corporation, unless the resignation specifies a later effective date or an effective date determined upon the happening of one or more events. 3.13 Removal of Directors . Any Director or the entire Board may be removed with or...

  • Page 222
    ... the next subsequent year and until their respective successors are appointed. (b) So far as practicable, members of each committee of the Board shall be appointed annually at the organization meeting of the Board. The Board may designate one or more Directors as alternate members of any committee...

  • Page 223
    ... day delivery, not later than on the day that is the second business day immediately preceding the day of such meeting, or (b) by facsimile, telex, telegram or electronic mail, not later than twenty-four (24) hours before the time of such meeting. If sent by overnight delivery service, such notice...

  • Page 224
    ...Employees and Agents: Powers And Duties 5.1 Officers. The officers of the Corporation, who shall be elected by the Board, may be a Chairman of the Board (who shall be a Director), a Treasurer and one or more Assistant Treasurers, and shall be a Chief Executive Officer, a President, one or more Vice...

  • Page 225
    ... as an officer, agent or employee of the Corporation shall not of itself create contract rights. 5.4 Vacancies. If any vacancy occurs in any office, the Board may elect a successor to fill such vacancy for the remainder of the term. 5.5 Chairman of the Board . (a) The Board may elect a Director as...

  • Page 226
    ... designation, the Board may make such designation at a regular or special meeting called for that purpose. 5.9 Vice Presidents and Other Officers. The several Vice Presidents and other elected officers, including, without limitation, the General Counsel, shall perform all such duties and services...

  • Page 227
    ...Chairman or the Chief Executive Officer under these Restated Bylaws as of the Effective Time. 5.16 Headquarters . The Corporation shall maintain its corporate headquarters and related corporate functions in the United Building Chicago, Illinois and maintain its airline operations headquarters in the...

  • Page 228
    ... to transfer) duly executed and filed with the Corporation's Transfer Agent or Registrar. Except as otherwise provided in the Restated Certificate, and subject to any other transfer restriction applicable thereto, shares of certificated stock may be transferred by delivery of the certificates...

  • Page 229
    ...by the Board at any regular or special meeting and may be paid in cash or in property or in shares of the capital stock. Before paying any dividend or making any distribution of profits, the Directors may set apart out of any funds of the Corporation available for dividends a reserve or reserves for...

  • Page 230
    ... of the Directors voting at a meeting of the Board at which a quorum is present or (b) by the affirmative vote of the holders of at least a majority in voting power of the stock entitled to vote thereon, at an annual meeting of Stockholders, or at a special meeting thereof, the notice of which...

  • Page 231
    Exhibit 4.6 AMENDED AND RESTATED INDENTURE Dated as of January 11, 2013, among UNITED CONTINENTAL HOLDINGS, INC., as Issuer, UNITED AIR LINES, INC., as Guarantor, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

  • Page 232
    Table Showing Reflection in Indenture of Certain Provisions of Trust Indenture Act of 1939, as amended bn the Trust Indenture Reform Act of 1990* Reflected in Indenture Trust Indenture Act Section Indenture Section 310 (a) (1) (a) (2) (a) (3) (a) (4) (a) (5) (b) (c) 311 (a) (b) (c) 312 (a) (b) ...

  • Page 233
    (a) (2) (b) 318 (a) (b) (c) 6.09 2.05 11.01 N.A. 11.01 N.A. means not applicable. * This Cross Reference Table is not part of the Indenture.

  • Page 234
    ... Paning Agent Paning Agent to Hold Monen in Trust Holder Lists Transfer and Exchange Mutilated, Destroned, Lost and Stolen Securities Outstanding Securities Treasurn Securities Temporarn Securities Cancellation Defaulted Interest Global Securities Terms of Panment Persons Deemed Owners CUSIP Numbers...

  • Page 235
    ... 4.08. SECTION 4.09. SECTION 4.10. Panment of Securities SEC Reports; Provision of Financial Statements Compliance Certificate Corporate Existence Offer to Repurchase Upon Change of Control Waiver of Ranking Provision Notice of Default Further Instruments and Acts Panments for Consents Transactions...

  • Page 236
    ...Rights of Trustee Individual Rights of Trustee Trustee's Disclaimer Notice of Defaults Reports bn Trustee to Holder Compensation and Indemnitn Replacement of Trustee Successor Trustee bn Merger Eligibilitn; Disqualification Preferential Collection of Claims...Application... and Effect of Consents...

  • Page 237
    ... Guarantees Execution and Delivern of Guarantees Limitation of Guarantor's Liabilitn Merger and ...Controls Notices Communication bn Holders with Other Holders Certificate and Opinion as to Conditions Precedent Statements Required in Certificate or Opinion Severabilitn Rules bn Trustee, Paning Agent...

  • Page 238
    ... INDENTURE dated as of Januarn 11, 2013, among UNITED CONTINENTAL HOLDINGS, INC. (formerln known as UAL Corporation), a Delaware corporation (the "Issuer"), UNITED AIR LINES, INC., a Delaware corporation (the "Guarantor"), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking...

  • Page 239
    ...(other than directors' qualifning shares and shares issued to foreign nationals or other third parties to the extent required bn applicable law) of ann of such Person's Restricted Subsidiaries, including ann sale for cash. "Banking Product Obligations" means, as applied to ann Person, ann direct or...

  • Page 240
    ... the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing ann debt securities convertible into Capital Stock, whether or not such debt securities include ann right of participation with Capital Stock. "Cash...

  • Page 241
    ... that are classified under GAAP as cash equivalents or short-term investments on a balance sheet. "Change of Control" means the occurrence of ann of the following: (1) the sale, lease, transfer, convenance or other disposition (other than bn wan of merger or consolidation), in one or a series...

  • Page 242
    ... Card Marketing Services Agreement, dated as of June 9, 2011 among the Issuer, the Guarantor, Mileage Plus Holdings, LLC, Continental and Chase Bank USA, N.A., as man be further amended, amended and restated, modified, supplemented, replaced or extended from time to time. "Code" means the Internal...

  • Page 243
    ... one or more of the Continental/UAL Merger, the Airlines Merger and the Airline/Parent Merger), in each case, to the extent (a) permitted under this Indenture and (b) deducted in computing such Consolidated Net Income; plus (13) proceeds from business interruption insurance for such period, to the...

  • Page 244
    ...such Consolidated Net Income; minus (17) non-cash items, other than the accrual of revenue in the ordinarn course of business, to the extent such amount increased such Consolidated Net Income; minus (18) the sum of (A) income tax credits, (B) interest income and (C) extraordinarn, non-recurring or...

  • Page 245
    ... valuation of Hedging Obligations pursuant to Financial Accounting Standards Board Statement No. 133 will be excluded; (6) ann non-cash compensation expense recorded from grants bn such Person of stock appreciation or similar rights, stock options or other rights to officers, directors or emplonees...

  • Page 246
    ...a result of a change of control or asset sale), is convertible or exchangeable for Indebtedness or Disqualified Stock, or is redeemable at the option of the holder of the Capital Stock, in whole or in part (other than as a result of a change of control or asset sale), on or prior to the date that is...

  • Page 247
    ... to ann management equitn plan or stock option plan or ann other management or emplonee benefit plan or agreement of the Issuer or ann Subsidiarn) of Qualifning Equitn Interests, in each case designated as Excluded Contributions pursuant to an Issuer Certificate executed on or around the date such...

  • Page 248
    ... to be made on the Calculation Date, will be given pro forma effect (as determined in good faith bn a responsible financial or accounting officer of the Issuer and certified in an Officers' Certificate delivered to the Trustee, and including ann operating expense reductions for such period resulting...

  • Page 249
    ... the extent that such aircraft rent expense is panable in cash, all as determined on a consolidated basis in accordance with GAAP. "GAAP" means generalln accepted accounting principles in the United States of America as in effect from time to time. All ratios and computations based on GAAP contained...

  • Page 250
    ...the balance deferred and unpaid of the purchase price of ann propertn or services due more than six months after such propertn is acquired or such services are completed, but excluding in ann event trade panables arising in the ordinarn course of business; or (6) representing ann Hedging Obligations...

  • Page 251
    ... Issuer after the Closing Date such that, after giving effect to ann such sale or disposition, such Person is no longer a Restricted Subsidiarn of the Issuer, the Issuer will be deemed to have made an Investment on the date of ann such sale or disposition equal to the Fair Market Value of the Issuer...

  • Page 252
    ... or ann of its Restricted Subsidiaries (other than the Equitn Interests of an Unrestricted Subsidiarn). "Officer" means the Chairman of the Board of Directors, the chief executive officer, the chief financial officer, the president, ann vice president, the treasurer, the controller or the secretarn...

  • Page 253
    ... or insolvencn of ann trade creditor or customer or (B) litigation, arbitration or other disputes; (7) Investments represented bn Hedging Obligations; (8) loans or advances to officers, directors or emplonees made in the ordinarn course of business of the Issuer or ann Restricted Subsidiarn of the...

  • Page 254
    ... ann one time outstanding in connection with (A) travel or airline related businesses made in connection with marketing and promotion agreements, alliance agreements, distribution agreements, agreements with respect to fuel consortiums, agreements relating to flight training, agreements relating to...

  • Page 255
    ...date of such incurrence of Permitted Refinancing Indebtedness. "Person" means ann individual, corporation, partnership, limited liabilitn compann, joint venture, association, joint-stock...transfer bn a Receivables Subsidiarn), or grants a securitn interest in, ann accounts receivable (whether now ...

  • Page 256
    ... to achieve certain levels of operating results. Ann such designation bn the Board of Directors of the Issuer will be evidenced to the Trustee bn filing with the Trustee a certified copn of the resolution of the Board of Directors of the Issuer giving effect to such designation and an Issuer...

  • Page 257
    ... and after giving effect to ann voting agreement or stockholders' agreement that effectiveln transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entitn is at the time of determination owned or controlled, directln or...

  • Page 258
    ... §§77aaa-77bbbb) and the rules and regulations thereunder as in effect on the Closing Date. "Trust Officer" means ann vice president, assistant vice president, assistant treasurer or ann other officer or assistant officer of the Trustee at its Corporate Trust Office assigned bn the Trustee to...

  • Page 259
    ..."Bankruptcy Law" "Change of Control Offer" "Change of Control Payment" "Change of Control Payment Date" "Covenant Defeasance" "Custodian" "Event of Default" "Guarantor Obligations" "Legal Defeasance" "Legal Holiday" "Notice of Default" "Paying Agent" "Permitted Debt" "Registrar" "Restricted Payments...

  • Page 260
    ... (9) each reference to ann law, rule or regulation includes such law, rule or regulation as amended, modified, supplemented, replaced, reissued or reenacted from time to time. SECTION 1.05. Acts of Holders . (a) Ann request, demand, authorization, direction, notice, consent, waiver or other action...

  • Page 261
    ...Effective on the date...terms of $326,192,000 outstanding principal amount of the 6%...Global Securitn representing $400,000,000 aggregate principal amount of the Series C Securities shall be executed bn the Issuer, together with a notation of Guarantee executed... shall be issued in registered form...

  • Page 262
    ... issue up to the principal amount specified for such Series in the Annex to this Indenture applicable to such Series, upon receipt bn the Trustee of an Issuer Order and an Opinion of Counsel. The aggregate principal amount of Securities of ann Series outstanding at ann time man not exceed ann limit...

  • Page 263
    ... (a) to issue, register the transfer of, or exchange Securities of ann Series for the period beginning at the opening of business fifteen dans immediateln preceding the mailing of a notice of redemption of Securities of that Series selected for redemption and ending at the close of business on the...

  • Page 264
    ...of them and ann agent of either of them harmless, then, in the absence of notice to the Issuer or the Trustee that such Securitn has been acquired bn a bona fide purchaser, the Issuer shall execute, and upon the Issuer's request the Trustee shall authenticate and make available for delivern, in lieu...

  • Page 265
    If, at the Maturitn of Securities of a Series, the Paning Agent holds monen sufficient to pan such Securities panable on that date, then, on and after that date, such Securities of the Series shall cease to be outstanding and interest on them shall cease to accrue. A Securitn does not cease to be ...

  • Page 266
    ... during such 90 dans), (ii) the Issuer executes and delivers to the Trustee an Officers' Certificate to the effect that such Global Securitn shall be so exchangeable or (iii) an Event of Default with respect to the Securities represented bn such Global Securitn shall have occurred and be continuing...

  • Page 267
    ... registered at the close of business on the applicable Record Date at the office or agencn of the Issuer maintained for such purpose pursuant to Section 2.04; provided, however, that each installment of interest on ann Securitn man at the Issuer's option be paid bn mailing a check for such interest...

  • Page 268
    ... the exercise of the rights of such Depositarn (or its nominee) as Holder of such Global Securitn. SECTION 2.17. CUSIP Numbers. The Issuer in issuing the Securities man use "CUSIP" numbers (if then generalln in use), and, if so, the Trustee shall use "CUSIP" numbers in notices as a convenience to...

  • Page 269
    ... not more than 60 dans before a date for redemption of Securities, the Issuer shall mail a notice of redemption bn first-class mail to each Holder of Securities to be redeemed at such Holder's registered address. The notice shall identifn the Securities to be redeemed (including, if fewer than all...

  • Page 270
    ... Issuer is the Paning Agent, shall segregate and hold in trust) an amount in immediateln available funds sufficient to pan the redemption price of, and accrued interest to but not including the redemption date on, all Securities or portions thereof to be redeemed on that date, other than Securities...

  • Page 271
    ...of Financial Statements . (a) To the extent required bn the Trust Indenture Act of 1939, as amended from time to time (including after the Closing Date), the Issuer shall file with the Trustee within 30 dans after it files them with the SEC, copies of its annual report and the information, documents...

  • Page 272
    ... Paning Agent at the address specified in the notice prior to the close of business on the third Business Dan preceding the Change of Control Panment Date; (6) that Holders of Securities will be entitled to withdraw their election if the Paning Agent receives, not later than the close of business on...

  • Page 273
    ... accepted together with an Officers' Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased bn the Issuer. The Paning Agent will promptln mail (but in ann case not later than five dans after the Change of Control Panment Date) to each Holder of...

  • Page 274
    ... be binding on evern future Holder of Securities. SECTION 4.07. Notice of Default . So long as the Securities of a Series are outstanding, the Issuer shall deliver to the Trustee, within five Business Dans after the Issuer's chief financial officer or treasurer becoming aware of ann Event of Default...

  • Page 275
    ... agreement, non-competition agreement, incentive plan, emplonee stock option agreement, long-term incentive plan, profit sharing plan, emplonee benefit plan, officer or director indemnification agreement or ann similar arrangement entered into bn the Issuer or ann of its Restricted Subsidiaries...

  • Page 276
    ...stock of the Issuer, an increase in the liquidation value thereof and (B) dividends, distributions or panments panable to the Issuer or a Restricted Subsidiarn of the Issuer); (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with ann merger...

  • Page 277
    ...for which internal financial statements are available at the time of such Restricted Panment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus (B) 100% of the aggregate net cash proceeds and the Fair Market Value of non-cash consideration received bn...

  • Page 278
    ... of cash received upon repanment or sale); plus (E) to the extent that ann Unrestricted Subsidiarn of the Issuer designated as such after the Closing Date is redesignated as a Restricted Subsidiarn after the Closing Date, the lesser of (i) the Fair Market Value of the Issuer's Restricted Investment...

  • Page 279
    ... of ann class or series of Disqualified Stock or subordinated debt of the Issuer or ann preferred stock of ann Restricted Subsidiarn of the Issuer in each case either outstanding on the Closing Date or issued on or after the Closing Date in accordance with Section 4A.03 hereof; (8) panments of cash...

  • Page 280
    ...ann restricted stock units or other instruments or rights whose value is based in whole or in part on the value of ann Equitn Interests issued to ann directors, officers or emplonees of the Issuer or ann Restricted Subsidiarn of the Issuer. In the case of ann Restricted Panment that is not cash, the...

  • Page 281
    ...Junior Subordinated Debentures due 2030 issued bn Continental; and (c) the conversion of the Capital Stock of either the Guarantor or Continental pursuant to the Airlines Merger. Notwithstanding annthing in this Indenture to the contrarn, if a Restricted Panment is made at a time when a Default has...

  • Page 282
    ... Indebtedness and Credit Facilities, in each case as in effect on (or required bn agreements in effect on) the Closing Date or (B) in effect on the Closing Date; (2) this Indenture; (3) agreements governing other Indebtedness or shares of preferred stock permitted to be incurred or issued under the...

  • Page 283
    ... Stock and its Restricted Subsidiaries man incur Indebtedness (including Acquired Debt) or issue preferred stock, if the Issuer's Fixed Charge Coverage Ratio for the most recentln ended four full fiscal quarters for which internal financial statements are available immediateln preceding the date...

  • Page 284
    ...or ann of its Restricted Subsidiaries for) all or ann part of the purchase price or cost of design, construction, installation or improvement of propertn, plant or equipment (including without limitation airport, maintenance, training and office facilities, ground support equipment and tooling) used...

  • Page 285
    ... incurrence bn the Issuer or ann of its Restricted Subsidiaries of Indebtedness, Disqualified Stock or preferred stock (including Acquired Debt) (A) as part of, or to finance, the acquisition (including bn wan of merger) of ann Permitted Business, (B) incurred in connection with, or as a result of...

  • Page 286
    ... in respect of workers' compensation claims, self-insurance obligations, bankers' acceptances, performance bonds and suretn bonds in the ordinarn course of business (including without limitation in respect of customs obligations, landing fees, taxes, airport charges, overfln rights and ann other...

  • Page 287
    ...the gross proceeds, including non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to ann subsequent changes in value) actualln received bn the Issuer or ann of its Restricted Subsidiaries in connection with such disposition...

  • Page 288
    ...due to a change in accounting principles; and (5) the panment of dividends on preferred stock or Disqualified Stock in the form of additional shares of the same class of preferred stock or Disqualified Stock. For purposes of determining compliance with ann U.S. dollar-denominated restriction on the...

  • Page 289
    ... Directors of the Issuer man designate ann Restricted Subsidiarn of it (other than the Guarantor) to be an Unrestricted Subsidiarn if that designation would not cause a Default. If a Restricted Subsidiarn is designated as an Unrestricted Subsidiarn, the aggregate Fair Market Value of all outstanding...

  • Page 290
    ... or agreements applicable to Securities of that Series (other than those referred to in (1) or (2) above or (4) below) and such failure continues for 60 dans after the notice specified below; (4) failure bn the Issuer (i) to mail notice of a Change of Control to each Holder within the time period...

  • Page 291
    ... it is voluntarn or involuntarn or is effected bn operation of law or pursuant to ann judgment, decree or order of ann court or ann order, rule or regulation of ann administrative or governmental bodn. The term "Bankruptcn Law" means Title 11, United States Code, or ann similar Federal or state law...

  • Page 292
    ... to ann Series of Securities at the time outstanding (other than an Event of Default specified in Section 6.01(5) or (6)) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities of that Series bn notice to the Issuer (and to the Trustee...

  • Page 293
    ... subsequent or other Default or impair ann consequent right. SECTION 6.05. Control bn Majoritn . The Holders of a majoritn in principal amount of the outstanding Securities of ann Series (with each such Series voting as a class) man direct the time, method and place of conducting ann proceeding for...

  • Page 294
    ... ann such rights, whether for the specific enforcement of ann covenant or agreement in this Indenture or in aid of the exercise of ann power granted herein, or to enforce ann other proper remedn. SECTION 6.09. Trustee Man File Proofs of Claim . The Trustee man file such proofs of claim and other...

  • Page 295
    ..., the Trustee shall mail to each Holder and the Issuer a notice that states the record date, the panment date and amount to be paid. SECTION 6.11. Undertaking for Costs . In ann suit for the enforcement of ann right or remedn under this Indenture or in ann suit against the Trustee for ann action...

  • Page 296
    ...this paragraph does not limit the effect of paragraph (b) ...Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (3) the Trustee shall not be liable with respect to ann action it takes or omits to take in good faith in accordance with a direction received...

  • Page 297
    ... that Series then outstanding is received bn the Trustee at the Corporate Trust Office of the Trustee, and such notice references such Securities and this Indenture. (h) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be...

  • Page 298
    ... the Securities, it shall not be accountable for funds received and disbursed in accordance with this Indenture and it shall not be responsible for ann statement in this Indenture, in the Securities, or in ann document executed or used in connection with the sale of the Securities, other than those...

  • Page 299
    ... in connection with such Series, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee's agents, counsel, accountants and experts in connection with such Series...

  • Page 300
    ...07 shall continue for the benefit of the retiring Trustee. SECTION 7.09. Successor Trustee bn Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantialln all its corporate-trust business or assets to, another corporation or banking association, the resulting...

  • Page 301
    ... Defeasance or Covenant Defeasance . At the option of the Issuer's Board of Directors evidenced bn resolutions set forth in an Officers' Certificate, at ann time, the Issuer man elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Securities of ann Series upon compliance...

  • Page 302
    ... the due date of ann panment, United States dollars), or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationalln recognized independent registered public accounting firm, to pan the principal of, and premium, if ann, and interest on the outstanding Securities of...

  • Page 303
    ... of Counsel in the United States reasonabln acceptable to the Trustee confirming that: (a) the Issuer has received from, or there has been published bn, the Internal Revenue Service a ruling; or (b) since the date of this Indenture, there has been a change in the applicable federal income tax law...

  • Page 304
    ... York Times and The Wall Street Journal (national edition), or cause to be mailed to such Holder, notice that such monen remains unclaimed and that, after a date specified therein, which shall not be less than 30 dans from the date of such notification or publication, ann unclaimed balance of such...

  • Page 305
    ... for the benefit of the Holders, immediateln available funds in U.S. dollars in an amount sufficient to pan and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal, premium, if ann, and interest, if ann, to the date of such...

  • Page 306
    ... default, which man be shorter or longer than that allowed in the case of other Defaults, man provide for an immediate enforcement upon such Default, man limit the remedies available to the Trustee upon such Default or man limit the right of Holders of a majoritn in aggregate principal amount of...

  • Page 307
    ...as ann such addition, change or elimination not otherwise permitted under this Indenture shall (A) neither appln to ann Securitn of ann Series outstanding at the time of the execution of such supplemental indenture and entitled to the benefit of such provision nor modifn the rights of the Holders of...

  • Page 308
    ... 6.07 or this Section 9.02, except to increase ann percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holders of each Securitn outstanding affected therebn; (5) change the Scheduled Maturitn of ann Securitn, or reduce the...

  • Page 309
    ... the date the amendment or waiver becomes effective. After an amendment or waiver becomes effective, it shall bind evern Holder. An amendment becomes effective once both (i) the requisite number of consents have been received bn the Issuer or the Trustee and (ii) such amendment has been executed bn...

  • Page 310
    ... or ann other Person or (3) proceed against or have to resort to ann balance of ann deposit account or credit on the books of ann Benefited Partn in favor of the Guarantor, the Issuer or ann other Person, and (B) ann defense based on or arising out of the lack of validitn or the unenforceabilitn of...

  • Page 311
    ...and delivered bn the Trustee. Each such Guarantee shall be executed on behalf of the Guarantor bn the Chairman of the Board, the chief executive officer, the chief financial officer, the president, ann vice president, the treasurer, the controller or the secretarn of such Guarantor. The signature of...

  • Page 312
    .... All the Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of the execution hereof. 75

  • Page 313
    ... or mailed bn first-class mail or sent bn overnight courier guaranteeing next Business Dan delivern addressed as follows: If to the Issuer: United Continental Holdings, Inc. 77 W. Wacker Drive Chicago, Illinois 60601 Attention: Treasurer If to the Guarantor: United Air Lines, Inc. 77 W. Wacker...

  • Page 314
    ...Registrar and the Paning Agent man make reasonable rules for their functions. SECTION 11.08. Legal Holidans . A "Legal Holidan" is a Saturdan, Sundan or other dan on which banking institutions in New York State are authorized or required bn law to close. If a panment date is a Legal Holidan, panment...

  • Page 315
    ...10. No Recourse Against Others . A director, officer, emplonee or shareholder, as such, of the Issuer or the Guarantor shall not have ann liabilitn for ann obligations of the Issuer or the Guarantor under the Securities, the Guarantees or this Indenture or for ann claim based on, in respect of or bn...

  • Page 316
    ... parties have caused this Indenture to be duln executed as of the date first written above. UNITED CONTINENTAL HOLDINGS, INC. Bn: /s/ Gerald Laderman Name: Gerald Laderman Title: Senior Vice President Finance and Treasurer UNITED AIR LINES, INC. Bn: /s/ Gerald Laderman Name: Gerald Laderman Title...

  • Page 317
    ... man be redeemed at the option of the Issuer at ann time, in whole or in part, pursuant to Article III of the Indenture at a redemption price of 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest thereon to the redemption date, but without premium or...

  • Page 318
    ... man be redeemed at the option of the Issuer at ann time, in whole or in part, pursuant to Article III of the Indenture at a redemption price of 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest thereon to the redemption date, but without premium or...

  • Page 319
    ... man be redeemed at the option of the Issuer at ann time, in whole or in part, pursuant to Article III of the Indenture at a redemption price of 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest thereon to the redemption date, but without premium or...

  • Page 320
    ... publicly available statements of operations of the Company prepared in accordance with applicable accounting rules, "Net Operating Profit After Tax" for such Performance Period divided by "Average Invested Capital" for such Performance Period (expressed as a percentage carried to two decimal points...

  • Page 321
    ... for all aircraft where the Company is the named lessor for such Performance Period that represents interest (which shall be calculated as the sum of such amounts for each calendar year within such Performance Period based on the average interest rate incurred by the Company on book debt during such...

  • Page 322
    ... Program shall be deleted and the following shall be substituted therefor: "(hh) "Target Level ROIC" means, with respect to a Performance Period, the percentage established by the Committee to be the Target Level ROIC with respect to such Performance Period pursuant to Section 3d1d" 7d As amended...

  • Page 323
    ...AWARD NOTICE to [Name] Pursuant to the United Continental Holdings...respeco oo ohis Awhrd is [ 2. Number of RSUs; The Gohl . The ...Payment Amount. If ohe ROIC for ohe Performhnce Period equhls or exceeds ohe Enory Level ROIC for ohe Performhnce Period hnd you hhve remhined conoinuously employed...

  • Page 324
    price...line inoerpolhoion will be used beoween levels)]: Level of ROIC Achieved Vested Percentage Enory Level ROIC Thrgeo Level ROIC Soreoch Level ROIC (or higher) % (Enory Level RSU Percenohge) % (Thrgeo Level RSU Percenohge) 100% (Soreoch Level...hre ooherwise enoioled oo receive h Phymeno Amouno ...

  • Page 325
    ... Compensation Committee (the "Committee") of the Board of Directors of United Continental Holdings, Inc., a Delaware corporation (the " Company"), to implement in part the "Performance Award" provisions of the United Continental Holdings, Inc. Incentive Plan 2010, as amended from time to time (the...

  • Page 326
    ...to the Performance Award at issue, a "Change of Control" as defined in the United Continental Holdings, Inc. 2008 Incentive Compensation Plan as in effect on the date that the Committee makes the designations enumerated in Section 4(b) for such Performance Award. (f) "Change of Control Level " with...

  • Page 327
    ...adjusted to exclude reported income taxes of the Company for such fiscal year as shown on the Company's consolidated financial statements for such fiscal year, but calculated excluding any special, unusual or non-recurring items as determined by the Committee in accordance with applicable accounting...

  • Page 328
    ... to a fiscal year, the Committee may designate a maximum reduction percentage (which may range from 0% to 100%) that may be applied by the Administrator to an Annual Incentive Payment for such fiscal year pursuant to Section 5(b)(ii). At the time a Participant receives an award under the Program...

  • Page 329
    ... Company's unused lines of credit as of the end of such fiscal year; provided, however, that any such reduction or elimination shall apply in a uniform and nondiscriminatory manner to all Participants who are, but for the application of this paragraph, entitled to receive an Annual Incentive Payment...

  • Page 330
    ...Participant after the first day of a fiscal year, then such Participant's Annual Incentive Payment, if any, with respect to such fiscal year shall be pro-rated based on a fraction, the numerator of which is the number of days during the period beginning on the date of such Participant's commencement...

  • Page 331
    ... to be achieved at the Change of Control Level, (ii) the Broad Based Payment will be deemed to have been paid, (iii) the Annual Incentive Payment (prorated based on a fraction, the numerator of which is the number of days during the period beginning on the date of the Participant's commencement of...

  • Page 332
    ... termination of employment with the Company and its subsidiaries). (c) Participation in the Program shall not confer any right of future employment. The Program is not intended to create a pension or welfare benefit plan and is intended to be exempt from application of the Employee Retirement Income...

  • Page 333
    ... with applicable law including, without limitation, the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act or any Securities and Exchange Commission rule. 10. Tax Withholding. The Company shall have the right to withhold from any payment hereunder all applicable federal...

  • Page 334
    ... 10.47 ANNUAL INCENTIVE AWARD NOTICE to [NAME] Pursuant to the United Continental Holdings, Inc. Annual Incentive Program Fiscal Year 20[ ] 1. The Progrhm . This documeno consoiouoes your formhl nooice (ohe " Nooice") of h Performhnce Awhrd under ohe Unioed Conoinenohl Holdings, Inc. Annuhl...

  • Page 335
    ... employed by ohe Comphny or ios subsidihries ohrough ohe lhso dhy of ohe Fischl Yehr, ohen you will receive ...line inoerpolhoion will be used beoween levels)]: Level of Pre-tax Income Achieved Percentage of Target Opportunity Enory Level Pre-ohx Income Thrgeo Level Pre-ohx Income Soreoch Level...

  • Page 336
    Level of Achieved 1 Percentage of Target Opportunity Enory Level Thrgeo Level [ Soreoch Level...rehdily hccessible under ohe Comphny's unused lines of credio hs of ohe end ... hre ooherwise enoioled oo receive hn Annuhl Incenoive Phymeno wioh...hnd Incenoive Plhn 2010 Conorol . Chpiohlized oerms used ...

  • Page 337
    ... and valued based on the average of the high and low sales prices of the Company's common stock on the date of grant (represents value to be awarded beginning in 2013 and increased from $80,000 grant value in 2012); (iv) Chair of the Audit Committee receives $20,000 and members receive $10...

  • Page 338
    ... the Company's Common Stock who served as a member of the Board on October 1, 2010 will have certain survivorship benefits, which are available to such director's surviving spouse or qualified domestic partner. The survivorship benefits shall include an annual survivor travel limit granted annually...

  • Page 339
    ... 7, 2012 by and between THE BOEING COMPANY (Boeing) and CONTINENTAL AIRLINES, INC. (Customer); WHEREAS, Customer is *** WHEREAS, Customer and Boeing agree to reschedule one (1) 737-900ER aircraft as follows: Current Delivery Month Revised Delivery Month Serial Number August 2013 July 2013 31649...

  • Page 340
    ... as so supplemented will continue in full force and effect. EXECUTED IN DUPLICATE as of the day and year first written above. THE BOEING COMPANY CONTINENTAL AIRLINES, INC. /s/ Gerald Laderman Signature Senior Vice President - Finance and Treasurer Title /s/ *** Signature Attorney-in-Fact Title...

  • Page 341
    TABLE OF CONTENTS Page Number SA Number ARTICLES 1. 2. 3. 4. Subject Matter of Sale 1-1 2-1 3-1 4-1 SA 39 Delivery, Title and Risk of Loss Price of Aircraft SA 39 Taxes Payment Excusable Delay Changes to the Detail Specification 5. 6. 7. 8. 9. 10. 5-1 6-1 7-1 8-1 SA 39 SA 39 Federal ...

  • Page 342
    ... CONTENTS Page Number SA Number TABLES 1. Aircraft Deliveries and Descriptions - 737-500 Aircraft Deliveries and Descriptions - 737-700 Aircraft Deliveries and Descriptions - 737-800 T-1 T-2 T-3 T-4 SA 3 SA 57 SA 55 SA 4 Aircraft Deliveries and Descriptions - 737-600 Aircraft Deliveries and...

  • Page 343
    ...Customer Support Document - Code Two - Major Model Differences Customer Support Document - Code Three - Minor Model Differences SA 26 SA 45 SA 53 SA 53 SA 1 SA 1 C1 D SA 39 SA 1 SA 1 Aircraft Price Adjustments - New Generation Aircraft (1995 Base Price - *** Airframe and Engine Price Adjustments...

  • Page 344
    ...) SA Number D3 D4 Aircraft Price Adjustments - New Generation Aircraft (July 2003 Base Price - *** SA 41 SA 41 Escalation Adjustment - Airframe and Optional Features *** E F Buyer Furnished Equipment Provisions Document Defined Terms Document SA 39 SA 5 LETTER AGREEMENTS 1951-1 1951...

  • Page 345
    ...-15 RESTRICTED LETTER AGREEMENTS Configuration Matters - Model 737-924 SA 5 SA 22 SA 39 SA Number Installation of Cabin Systems Equipment 737-924 Configuration Matters - Model 737-924ER 6-1162-MMF-295 6-1162-MMF-296 6-1162-MMF-308R4 Performance Guarantees - Model 737-724 Aircraft Performance...

  • Page 346
    ... and 757-300 Aircraft Performance Guarantees - Model 737-924ER Aircraft (Aircraft delivering prior to May 2012) SA 57 SA 57 SA 46 SA 48 Performance Guarantees - Model 737-924ER Aircraft (Aircraft delivering May 2012 and on) *** Record Option Proposals Passenger Service Unit Resolution SA 50...

  • Page 347
    TABLE OF CONTENTS RESTRICTED LETTER AGREEMENTS (continued) SA Number 6-1162-RCN-1888 6-1162-RCN-1890 6-1162-SEE-0326 CAL-PA-1951-LA-1208066 CAL-PA-1951-LA-1209037 Use of Aircraft - Boeing 747-800 and 787 Flight Test Training Use of Aircraft for Testing Model 737 - Koito Seat Resolution SA 53 SA ...

  • Page 348
    ... CONTENTS SUPPLEMENTAL AGREEMENTS DATED AS OF: Supplemental Agreement No. 1 Supplemental Agreement No. 2 Supplemental Agreement No. 3 Supplemental Agreement No. 4 October 10, 1996 March 5, 1997 July 17, 1997 October 10, 1997 Supplemental Agreement No. 5 Supplemental Agreement No. 6 Supplemental...

  • Page 349
    ... AGREEMENTS DATED AS OF: Supplemental Agreement No. 22 Supplemental Agreement No. 23 Supplemental Agreement No. 24 May 23, 2001 June 29, 2001 August 31, 2001 December 31, 2001 Supplemental Agreement No. 25 Supplemental Agreement No. 26 Supplemental Agreement No. 27 Supplemental Agreement...

  • Page 350
    ... Agreement No. 54 August 5, 2009 August 31, 2009 December 23, 2009 March 1, 2010 March 31, 2010 Supplemental Agreement No. 55 Supplemental Agreement No. 56 Supplemental Agreement No. 57 Supplemental Agreement No. 58 August 12, 2010 March 2, 2011 January 6, 2012 July 12, 2012 November 7, 2012...

  • Page 351
    ... Data: Base Year Index (ECI): Base Year Index (CPI): Sub-Total of Airframe and Features: Engine Price (Per Aircraft): *** *** Aircraft Basic Price (Excluding BFE/SPE): Buyer Furnished Equipment (BFE) Estimate: Seller Purchased Equipment (SPE) Estimate: *** Escalation Delivery Date Number of...

  • Page 352
    ... Adv Payment Base Price Per A/P Escalation Delivery Date Number of Aircraft Factor (Airframe) Serial Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): Number ***% ***% ***% ***% CAL SA 60 T-6-2 Boeing / Continental Airlines, Inc...

  • Page 353
    ... Payment Base Price Per A/P Escalation Delivery Date Number of Aircraft Factor (Airframe) Serial Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): Number ***% ***% ***% ***% Total: 43 *** CAL T-6-3 Boeing / Continental Airlines...

  • Page 354
    ...LA-1210098 Continental Airlines, Inc. 1600 Smith Street Houston, Texas 77002 Subject: Reference: Aircraft Acceleration from October 2012 to September 2012 Purchase Agreement No. PA-1951 ( Purchase Agreement ) between The Boeing Company ( Boeing) and Continental Airlines, Inc. (Customer ) relating...

  • Page 355
    ...yours, THE BOEING COMPANY By Its /s/ *** Attorney-In-Fact ACCEPTED AND AGREED TO this Date: September 25, 2012 Continental Airlines, Inc. By Its /s/ Ron Baur VP Fleet CAL-PA-1951-LA-13210098 Aircraft Acceleration - October 2012 to September 2012 BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY...

  • Page 356
    ... AMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS. Supplemental Agreement No. 7 to Purchase Agreement No. 2484 between The Boeing Company and Continental Airlines, Inc. Relating to Boeing Model 787 Aircraft THIS SUPPLEMENTAL AGREEMENT, entered...

  • Page 357
    ... as so supplemented will continue in full force and effect. EXECUTED IN DUPLICATE as of the day and year first written above. THE BOEING COMPANY CONTINENTAL AIRLINES, INC. /s/ Gerald Laderman Signature Senior Vice President - Finance and Treasurer Title /s/ *** Signature Attorney-in-Fact Title...

  • Page 358
    ...787-8 Aircraft Configuration 6 6 1 A2. B. 787-9 Aircraft Configuration Aircraft Delivery Requirements and Responsibilities SUPPLEMENTAL EXHIBITS AE1. Escalation Adjustment/Airframe and Optional Features 1 1 5 2 1 i BFE1. Buyer Furnished Equipment Variables CS1. EE1. SLP1. Customer Support...

  • Page 359
    TABLE OF CONTENTS LETTER AGREEMENTS SA NUMBER 6-1162-MSA-546R4 Open Configuration Matters 6 5 7 7 6-1162-MSA-547R4 Attachment A (deleted) Option Aircraft Attachment B 6-1162-MSA-549 Spares Initial Provisioning 1 6 6 6 7 SA7 6-1162-AJH-921 6-1162-AJH-922 787 e-Enabling Special Matters ...

  • Page 360
    ... 7 iii 6-1162-MSA-552R7 6-1162-MSA-553R1 6-1162-MSA-554R3 Special Matters Open Matters Model Substitution 6-1162-MSA-555 6-1162-RCN-1936 6-1162-RCN-1937 Promotional Support Other Special Matters Performance Guarantees - Block B Aircraft 6-1162-RCN-1938 6-1162-RCN-1938 P.A. No. 2484 *** - Block...

  • Page 361
    ... SUPPLEMENTAL AGREEMENTS DATED AS OF: Supplemental Agreement No. 1 Supplemental Agreement No. 2 Supplemental Agreement No. 3 Supplemental Agreement No. 4 June 30, 2005 January 20, 2006 May 3, 2006 July 14, 2006 Supplemental Agreement No. 5 Supplemental Agreement No. 6 Supplemental Agreement No...

  • Page 362
    Table 1 Purchase Agreement No. 2484 Aircraft Delivery, Description, Price and Advance Payments (787-8/GE/***) Airframe Model/MTOW: Engine Model/Thrust: Airframe Price: Optional Features: Sub-Total of Airframe and Features: Engine Price (Per Aircraft): Aircraft Basic Price (Excluding BFE/SPE): Buyer...

  • Page 363
    ... Agreement No. 2484 Aircraft Delivery, Description, Price and Advance Payments (787-9/GE/***) Airframe Model/MTOW: 787-8 *** Engine Model/Thrust: GENX-1B*** Airframe Price: $*** Optional Features: $*** Sub-Total of Airframe and Features: $*** Engine Price (Per Aircraft): $*** Aircraft Basic Price...

  • Page 364
    ... Agreement No. 2484 Aircraft Delivery, Description, Price and Advance Payments (787-9/GE/***) Escalation Estimate Adv Payment Base Price Per Number of Escalation Escalation Factor (Airframe) Factor (Engine) Serial Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): Delivery Date...

  • Page 365
    ...airframe *** the Aircraft Price ***. Customer may apply such credit memorandum to *** Aircraft. 1.2. 787-9 Credit Memoranda . In consideration of Customer's purchase of Model 787-9 Aircraft, Boeing shall issue at the time of delivery of each Aircraft and Option Aircraft, a credit memorandum in an...

  • Page 366
    ... issue at the time of delivery of each 787-9 Aircraft *** a credit memorandum in an amount equal to ***. The credit memorandum is *** airframe *** the Aircraft Price ***. Customer may apply such credit memorandum to *** Aircraft. 3. *** *** P.A. No. 2484 Special Matters SA 7 BOEING / CONTINENTAL...

  • Page 367
    ...the five (5) Aircraft, Boeing *** 787-9 Aircraft. 5. Payment of *** 5.1 *** for Firm Aircraft . Customer agrees *** on *** for all firm and exercised Option Aircraft *** the date on which *** the date on which *** shall be *** and *** day of *** and on the delivery date of *** Aircraft ***. (Note...

  • Page 368
    ...*** at the time of delivery of each Aircraft *** and ***. 8. Model Substitution . Customer has a substitution right to change an Aircraft to any model of 787-*** or a 787-*** aircraft (Substitution Aircraft) per Model Substitution Letter Agreement 6-1162-MSA-554. The following terms also apply to...

  • Page 369
    ... received at the time of delivery. *** 11. Assignment of Credits . Customer may not assign the credit memoranda described in this Letter Agreement without Boeing's prior written consent *** Boeing *** Customer in respect of an Aircraft. 12. Customer *** Right . With respect to the ten (10) 787...

  • Page 370
    ...yours, THE BOEING COMPANY By Its /s/ *** Attorney-In-Fact ACCEPTED AND AGREED TO this Date: November 7, 2012 Continental Airlines, Inc. By Its /s/ Gerald Laderman Senior Vice President - Finance and Treasurer P.A. No. 2484 Special Matters SA 7 BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

  • Page 371
    ...-1936 Continental Airlines, Inc. 1600 Smith Street Houston, Texas 77002 Subject: Reference: Other Special Matters Purchase Agreement No. 2484 (the Purchase Agreement ) between The Boeing Company ( Boeing) and Continental Airlines, Inc. ( Customer ) relating to Model 787 aircraft ( Aircraft) This...

  • Page 372
    ... or pursuant to any other right of Customer to do so under the Purchase Agreement with respect to an Aircraft, Boeing *** with respect to such Aircraft. In such case, *** by Customer, United Air Lines, Inc., or United Continental Holdings, Inc. ( UAL Companies ) in respect of ***. 2.2 For the...

  • Page 373
    ...in the Purchase Agreement (e.g., Airframe Price Adjustment and Engine Price Adjustment and advance payments) shall be aligned ***. 3.2 Subject to and contingent on Customer's exercise of an Option Aircraft no later than 24 months prior to the first day of the then current scheduled month of delivery...

  • Page 374
    ... terms and conditions of the Purchase Agreement will remain in effect *** Aircraft. 6.2.3 For a ***, Customer *** the Purchase Agreement *** such Aircraft so delayed (including exercised Option Aircraft). *** Boeing *** delivery date of an Aircraft, *** to Customer ***. So long as Boeing provides...

  • Page 375
    ...as described in Paragraph ***. 6.2.3.3 For exercised Option Aircraft, if the *** respective Aircraft is *** such Aircraft has ***, then (x) *** Boeing and (y) *** the delivery date of such Aircraft in Table 1 to the Purchase Agreement. 6.2.3.4 For exercised Option Aircraft, if the ***, then *** the...

  • Page 376
    ...includes The Boeing Company, its divisions***. 9. Assignment The rights and obligations described in this Letter Agreement are provided in consideration of Customer (or any successor) taking delivery of their respective Aircraft and becoming the operator of such Aircraft. This Agreement cannot be...

  • Page 377
    ...yours, THE BOEING COMPANY By Its /s/ *** Attorney-in-Fact ACCEPTED AND AGREED TO this Date: November 7, 2012 Continental Airlines, Inc. By Its /s/ Gerald Laderman Senior Vice President - Finance and Treasurer P.A. No. 2484 Other Special Matters SA7 Page 7 BOEING / CONTINENTAL AIRLINES, INC...

  • Page 378
    ...-1937 Continental Airlines, Inc. 1600 Smith Street Houston, Texas 77002 Subject: Reference: Performance Guarantees - Block B Aircraft Purchase Agreement No. 2484 (the Purchase Agreement ) between The Boeing Company ( Boeing) and Continental Airlines, Inc. (Customer ) relating to Model 787 aircraft...

  • Page 379
    ... COMPANY By Its /s/ *** Attorney-in-Fact ACCEPTED AND AGREED TO this Date: November 7, 2012 Continental Airlines, Inc. By Its /s/ Gerald Laderman Senior Vice President - Finance and Treasurer P.A. No. 2484 Performance Guarantees - Block B Aircraft SA7 Page 2 BOEING / CONTINENTAL AIRLINES...

  • Page 380
    ... 6-1162-RCN-1937 GEnx-1B*** Engines Page 1 MODEL 787-8 PERFORMANCE GUARANTEES FOR CONTINENTAL AIRLINES, INC. SECTION CONTENTS 1 2 3 4 5 6 AIRCRAFT MODEL APPLICABILITY FLIGHT PERFORMANCE SOUND LEVELS AIRCRAFT CONFIGURATION GUARANTEE CONDITIONS GUARANTEE COMPLIANCE 7 EXCLUSIVE GUARANTEES SS12...

  • Page 381
    ...an ISA+10°C day, at *** Mach number, and satisfying the conditions defined below, shall not be less than the following guarantee value: NOMINAL: TOLERANCE: GUARANTEE: Conditions: *** Feet *** Feet *** Feet 1) 2) 3) The Aircraft shall be capable of maintaining level cruising flight using not more...

  • Page 382
    ... ISA+10°C day, at *** Mach number, and satisfying the conditions defined below, shall not be less than the following guarantee value: NOMINAL: TOLERANCE: GUARANTEE: Conditions: *** Pounds *** Pounds *** Pounds 1) 2) 3) The Aircraft shall be capable of maintaining level cruising flight using not...

  • Page 383
    ... climb when maximum climb thrust may be used. Descent: The Aircraft descends from the final cruise altitude at *** KCAS to an altitude of *** feet above the destination airport altitude. Throughout the descent, the cabin pressure is controlled to a maximum rate of descent equivalent to *** feet per...

  • Page 384
    ...of the approach and landing maneuver: *** Pounds For information purposes, the reserve fuel is based on *** percent of a contingency allowance equivalent to the fuel required for a *** minute cruise on a standard day at an *** Mach number, *** feet and a maximum landing weight of *** Pounds P.A. No...

  • Page 385
    ... air (equivalent to a distance of *** nautical miles with a *** knot headwind, representative of a *** to *** route in ***) using the conditions and operating rules defined below, shall not be less than the following guarantee value: NOMINAL: TOLERANCE: GUARANTEE: Conditions and operating rules...

  • Page 386
    ... when maximum climb thrust may be used. Descent: The Aircraft descends from the final cruise altitude at *** KCAS to an altitude of *** feet above the destination airport altitude. Throughout the descent, the cabin pressure will be controlled to a maximum rate of descent equivalent to *** feet per...

  • Page 387
    ...of the approach and landing maneuver: *** Pounds For information purposes, the reserve fuel is based on *** percent of a contingency allowance equivalent to the fuel required for a *** minute cruise on a standard day at an *** Mach number, *** feet and a maximum landing weight of *** Pounds P.A. No...

  • Page 388
    ... air (equivalent to a distance of *** nautical miles with a *** knot headwind, representative of a *** to *** route in ***) using the conditions and operating rules defined below, shall not be less than the following guarantee value: NOMINAL: TOLERANCE: GUARANTEE: Conditions and operating rules...

  • Page 389
    ...thrust is used during climb. Cruise: The Aircraft cruises at ***Mach number. The initial cruise altitude is *** feet. A step climb or multiple step climbs of *** feet altitude may be used when beneficial to minimize fuel burn. The temperature is standard day during cruise. The cruise thrust is not...

  • Page 390
    ...of the approach and landing maneuver: *** Pounds For information purposes, the reserve fuel is based on *** percent of a contingency allowance equivalent to the fuel required for a *** minute cruise on a standard day at an *** Mach number, *** feet and a maximum landing weight of *** Pounds P.A. No...

  • Page 391
    ... air (equivalent to a distance of *** nautical miles with a *** knot headwind, representative of a *** to *** route in ***) using the conditions and operating rules defined below, shall not be less than the following guarantee value: NOMINAL: TOLERANCE: GUARANTEE: Conditions and operating rules...

  • Page 392
    ... climb speed for minimum block fuel until *** Mach number is reached. The climb continues at *** Mach number to the initial cruise altitude. The temperature is standard day during climb. Maximum climb thrust is used during climb. Cruise: The Aircraft cruises at *** Mach number. The initial cruise...

  • Page 393
    ...of the approach and landing maneuver: *** Pounds For information purposes, the reserve fuel is based on *** percent of a contingency allowance equivalent to the fuel required for a *** minute cruise on a standard day at an *** Mach number, *** feet and a maximum landing weight of *** Pounds P.A. No...

  • Page 394
    ...Mission Block Fuel The block fuel for a stage length of *** nautical miles in still air with a *** pound payload using the conditions and operating rules defined below, shall not be more than the following guarantee value: NOMINAL: TOLERANCE: GUARANTEE: Conditions and operating rules: Stage Length...

  • Page 395
    ... an altitude of *** feet above the destination airport altitude. Throughout the descent, the cabin pressure is controlled to a maximum rate of descent equivalent to *** feet per minute ***. The temperature is standard day during descent. Approach and The Aircraft decelerates to the final approach...

  • Page 396
    ... of the approach and landing maneuver: *** Pounds For information purposes, the reserve fuel is based on *** percent of a contingency allowance equivalent to the fuel required for a *** minute cruise on a standard day at an *** Mach number, *** feet and a maximum landing weight of *** Pounds...

  • Page 397
    ... Taxi Weight ***USG Fuel Capacity Changes for Continental Airlines Continental Airlines Manufacturer's Empty Weight (MEW) Standard and Operational Items Allowance (Paragraph 2.3.8) Quantity Continental Airlines Operational Empty Weight (OEW) Pounds Pounds Seat Weight Included* SS12...

  • Page 398
    ... Items Allowance Crew and Crew Baggage Flight Crew (*** @ *** lb. ea.) Cabin Crew (***@ *** lb. ea.) Baggage (*** @ *** lb. ea.) Navigation Bags & Manuals (*** @ *** lb. ea.) Catering Allowance & Removable Inserts: *** Meal Service First Class Business Class Economy Class Tourist Class Passenger...

  • Page 399
    ... and lateral noise certification values. The Departure Noise level for this aircraft with a brake release gross weight of *** pounds shall qualify this aircraft for the London "QC1" noise quota count class as defined in United Kingdom AIP Supplement S8/2009 applicable 29 March 2009, and shall not be...

  • Page 400
    ... shall be made for changes in such Detail Specification approved by the Customer and Boeing or otherwise allowed by the Purchase Agreement which cause changes to the flight performance and/or weight and balance of the Aircraft. Such adjustment shall be accounted for by Boeing in its evidence...

  • Page 401
    ... any such change. 5.4 The takeoff portion of the mission guarantees are based on hard surface, level and dry runways with no wind or obstacles, no clearway or stopway, *** mph tires, with anti-skid operative. The takeoff performance is based on an alternate forward center of gravity limit of...

  • Page 402
    ... established by calculations based on flight test data obtained from an aircraft in a configuration similar to that defined by the Detail Specification. The OEW used for compliance with the mission guarantees shall be the actual MEW plus the Standard and Operational Items Allowance in Paragraph 03...

  • Page 403
    ...6-1162-RCN-1937 GEnx-1B*** Engines Page 1 MODEL 787-9 PERFORMANCE GUARANTEES FOR CONTINENTAL AIRLINES, INC. SECTION CONTENTS 1 2 3 4 5 6 AIRCRAFT MODEL APPLICABILITY FLIGHT PERFORMANCE SOUND LEVELS AIRCRAFT CONFIGURATION GUARANTEE CONDITIONS GUARANTEE COMPLIANCE 7 EXCLUSIVE GUARANTEES SS12...

  • Page 404
    ...an ISA+10°C day, at *** Mach number, and satisfying the conditions defined below, shall not be less than the following guarantee value: NOMINAL: TOLERANCE: GUARANTEE: Conditions: *** Feet *** Feet *** Feet 1) 2) 3) The Aircraft shall be capable of maintaining level cruising flight using not more...

  • Page 405
    ... ISA+10°C day, at *** Mach number, and satisfying the conditions defined below, shall not be less than the following guarantee value: NOMINAL: TOLERANCE: GUARANTEE: Conditions: *** Pounds *** Pounds *** Pounds 1) 2) 3) The Aircraft shall be capable of maintaining level cruising flight using not...

  • Page 406
    ... climb when maximum climb thrust may be used. Descent: The Aircraft descends from the final cruise altitude at *** KCAS to an altitude of *** feet above the destination airport altitude. Throughout the descent, the cabin pressure is controlled to a maximum rate of descent equivalent to *** feet per...

  • Page 407
    ... of the approach and landing maneuver: *** Pounds For information purposes, the reserve fuel is based on *** percent of a contingency allowance equivalent to the fuel required for a *** minute cruise on a standard day at an *** Mach number, *** feet and a maximum landing weight of *** Pounds...

  • Page 408
    ... air (equivalent to a distance of *** nautical miles with a *** knot headwind, representative of a *** to *** route in ***) using the conditions and operating rules defined below, shall not be less than the following guarantee value: NOMINAL: TOLERANCE: GUARANTEE: Conditions and operating rules...

  • Page 409
    ... climb speed for minimum block fuel until *** Mach number is reached. The climb continues at *** Mach number to the initial cruise altitude. The temperature is standard day during climb. Maximum climb thrust is used during climb. Cruise: The Aircraft cruises at *** Mach number. The initial cruise...

  • Page 410
    ... *** feet above the destination airport altitude. Throughout the descent, the cabin pressure will be controlled to a maximum rate of descent equivalent to *** feet per minute ***. The temperature is standard day during descent. Approach and Landing Maneuver: The Aircraft decelerates to the final...

  • Page 411
    ...1162-RCN-1937 GEnx-1B*** Engines Page 9 For information purposes, the reserve fuel is based on *** percent of a contingency allowance equivalent to the fuel required for a *** minute cruise on a standard day at an *** Mach number, *** feet and a maximum landing weight of *** Pounds. 2.3.3 Mission...

  • Page 412
    ...obstacle definition is based on a straight out departure where obstacle ...Aircraft climbs from *** feet above the departure airport altitude to *** feet altitude at *** KCAS. The Aircraft then accelerates at a rate of climb of *** feet per minute to the recommended climb speed for minimum block fuel...

  • Page 413
    ... *** feet above the destination airport altitude. Throughout the descent, the cabin pressure will be controlled to a maximum rate of descent equivalent to *** feet per minute ***. The temperature is standard day during descent. Approach and Landing Maneuver: The Aircraft decelerates to the final...

  • Page 414
    ... of the approach and landing maneuver: ***Pounds For information purposes, the reserve fuel is based on *** percent of a contingency allowance equivalent to the fuel required for a *** minute cruise on a standard day at an *** Mach number, *** feet and a maximum landing weight of *** Pounds...

  • Page 415
    ... A2 6-1162-RCN-1937 GEnx-1B*** Engines Page 13 The lineup allowance adjustment to ASDA is *** feet. The runway slope is *** percent uphill. The following obstacle definition is based on a straight out departure where obstacle height and distance are specified with reference to the liftoff...

  • Page 416
    ...of ***feet above the destination airport altitude. Throughout the descent, the cabin pressure will be controlled to a maximum rate of descent equivalent to *** feet per minute ***. The temperature is standard day during descent. Approach and Landing Maneuver: The Aircraft decelerates to the final...

  • Page 417
    ... of the approach and landing maneuver: ***Pounds For information purposes, the reserve fuel is based on *** percent of a contingency allowance equivalent to the fuel required for a *** minute cruise on a standard day at an *** Mach number, *** feet and a maximum landing weight of *** Pounds...

  • Page 418
    ... climb when maximum climb thrust may be used. Descent: The Aircraft descends from the final cruise altitude at *** KCAS to an altitude of *** feet above the destination airport altitude. Throughout the descent, the cabin pressure is controlled to a maximum rate of descent equivalent to *** feet per...

  • Page 419
    ... fuel): Fuel Usable reserve fuel remaining upon completion of the approach and landing maneuver: *** Pounds For information purposes, the reserve fuel is based on *** percent of a contingency allowance equivalent to the fuel required for a *** minute cruise on a standard day at an *** Mach number...

  • Page 420
    ... (MEW) Standard and Operational Items Allowance (Paragraph 2.3.8) Quantity Continental Airlines Operational Empty Weight (OEW) Pounds Pounds Seat Weight Included* First Class Single Business Class Single Premium Economy Class Triple Economy Class Triple Economy Class Double SS12-0424...

  • Page 421
    ... Items Allowance Crew and Crew Baggage Flight Crew (*** @ ***lb. ea.) Cabin Crew (*** @ *** lb. ea.) Baggage (*** @ *** lb. ea.) Navigation Bags & Manuals (*** @ *** lb. ea.) Catering Allowance & Removable Inserts: *** Meal Service First Class Business Class Economy Class Tourist Class Passenger...

  • Page 422
    ... and lateral noise certification values. The Departure Noise level for this aircraft with a brake release gross weight of *** pounds shall qualify this aircraft for the London "QC2" noise quota count class as defined in United Kingdom AIP Supplement S8/2009 applicable 29 March 2009, and shall not be...

  • Page 423
    ... shall be made for changes in such Detail Specification approved by the Customer and Boeing or otherwise allowed by the Purchase Agreement which cause changes to the flight performance and/or weight and balance of the Aircraft. Such adjustment shall be accounted for by Boeing in its evidence...

  • Page 424
    ... such change. 5.4 The takeoff portion of the mission guarantees are based on hard surface, level and dry runways with no wind or obstacles, no clearway or stopway, 235 mph tires, and with anti-skid operative. The takeoff performance is based on an Aircraft alternate forward center of gravity limit...

  • Page 425
    ... established by calculations based on flight test data obtained from an aircraft in a configuration similar to that defined by the Detail Specification. The OEW used for compliance with the mission guarantees shall be the actual MEW plus the Standard and Operational Items Allowance in Paragraph 03...

  • Page 426
    ...1938 Continental Airlines, Inc. 1600 Smith Street Houston, Texas 77002 Subject: Reference: *** Guarantee for 787-8 - Block B Aircraft Purchase Agreement No. 2484 (the Purchase Agreement ) between The Boeing Company ( Boeing) and Continental Airlines, Inc. (Customer ) relating to Model 787 aircraft...

  • Page 427
    ...such a program, such support *** to Customer. *** Customer elects to incorporate Improvement Parts in such Aircraft ***, they shall be incorporated within *** days after the delivery of such Improvement Parts to Customer for modifications that can be accomplished on the line. Improvement Parts which...

  • Page 428
    ... the benefit of Customer as owner and/or operator of the Aircraft. It is therefore agreed such Letter Agreement may not be assigned, in whole or in part, without the prior written consent of Boeing; provided that Customer may assign its interest to a corporation that (i) results from any merger or...

  • Page 429
    ... yours, THE BOEING COMPANY By Its /s/ *** Attorney-in-Fact ACCEPTED AND AGREED TO this Date: November 7, 2012 Continental Airlines, Inc. By Its /s/ Gerald Laderman Senior Vice President - Finance and Treasurer P.A. No. 2484 *** Guarantee - 787-8 SA7 Page 4 BOEING / CONTINENTAL AIRLINES, INC...

  • Page 430
    ...1939 Continental Airlines, Inc. 1600 Smith Street Houston, Texas 77002 Subject: Reference: *** Guarantee for 787-9 - Block B Aircraft Purchase Agreement No. 2484 (the Purchase Agreement ) between The Boeing Company ( Boeing) and Continental Airlines, Inc. (Customer ) relating to Model 787 aircraft...

  • Page 431
    ...such support shall be provided at no charge to Customer. 2.2.2 If *** elects to incorporate Improvement Parts in such Aircraft ***, they shall be incorporated within *** days after the delivery of such Improvement Parts to Customer for modifications that can be accomplished on the line. Improvement...

  • Page 432
    ... herein represents confidential business information and has value precisely because it is not available generally or to other parties. Without obtaining the prior written consent of the other party and except P.A. No. 2484 *** Guarantee - 787-9 SA7 Page 3 BOEING / CONTINENTAL AIRLINES, INC...

  • Page 433
    ...yours, THE BOEING COMPANY By Its /s/ *** Attorney-in-Fact ACCEPTED AND AGREED TO this Date: November 7, 2012 Continental Airlines, Inc. By Its /s/ Gerald Laderman Senior Vice President - Finance and Treasurer P.A. No. 2484 *** Guarantee - 787-9 SA7 Page 4 BOEING / CONTINENTAL AIRLINES, INC...

  • Page 434
    ...-547R4 Option Aircraft Delivery, Description, Price and Advance Payments (787-***/GE/***) Airframe Model/MTOW: Engine Model/Thrust Airframe Price: Optional Features 787-*** GENX-1B*** Detail Specification: Airframe Price Base Year/Escalation Formula: Engine Price Base Year/Escalation Formula...

  • Page 435
    ...data onto onboard loadable hardware that enable the Aircraft to operate certain eenabled features as described in the Purchase Agreement and applicable 787 software license order(s). P.A. No. 2484 787 Post-Delivery Software and Dataloading SA7 Page 1 BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

  • Page 436
    ... databases for each Aircraft delivery. Boeing will treat all copies of this software/data in confidence and use the same only as specifically authorized under the terms of this Letter Agreement. P.A. No. 2484 787 Post-Delivery Software and Dataloading SA7 Page 2 BOEING / CONTINENTAL AIRLINES, INC...

  • Page 437
    ... provided directly by Boeing will be defined as ***. Title to and risk of loss of the Aircraft will always remain with Customer during Boeing's performance of all post title transfer services. P.A. No. 2484 787 Post-Delivery Software and Dataloading SA7 Page 3 BOEING / CONTINENTAL AIRLINES, INC...

  • Page 438
    Very truly yours, THE BOEING COMPANY By Its /s/ *** Attorney-In-Fact ACCEPTED AND AGREED TO this Date: November 7, 2012 Continental Airlines, Inc. By Its /s/ Gerald Laderman P.A. No. 2484 787 Post-Delivery Software and Dataloading SA7 Page 4 BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY

  • Page 439
    ... of premiums, debt discounts, issuance costs, and capital expenditures (a) Portion of rental expense representative of the interest factor Fixed charges, as above Preferred stock dividend requirements (pre-tax) (b) Fixed charges including preferred stock dividends 2012 2011 2010 2009 2008...

  • Page 440
    ... of 2012 2011 2010 2009 2008 $ (1,178) 79x 8 - (15) (4) $ 285 892 7 1 (15) (3) $ 389 992 5 2 (11) (3) $ (643) $ (5,375) 911 2 2 (2x) 95x 3 2 (1x) (4) (1) (6) $ (2) (4,488) (1) (1) (2) $ (4xx) $ 1,166 $ 1,372 $ 297 premiums, debt discounts, issuance costs, and...

  • Page 441
    ... of calculating this ratio, earnings consist of income before income taxes and cumulative effect of changes in accounting principles adjusted for undistributed income of companies in which Continental has a minority equity interest plus interest expense (net of capitalized interest), the portion of...

  • Page 442
    Exhibit 21 United Continental Holdings, Inc., United Air Lines, Inc. and Continental Airlines, Inc. Subsidiaries (as tf February 25, 2013) Entity Jurisdiction of Incorporation Uniteo Ctntinental Htloings, Inc. Delaware Wholly-owned subsidiaries *: Air Wis Services, Inc. Wisctnsin Wisctnsin ...

  • Page 443
    ...-twneo unless ttherwise inoicateo Dtmicile Management Services Inc. is 99.9% twneo by Air Wis Services, Inc. ano 0.1% twneo by Uniteo Air Lines, Inc. CAL Cargt, S.A. oe C.V. is 99.99% twneo by Ctntinental Air Lines, Inc. ano .01% twneo by CALFINCO Inc. Ctntinental Airlines oe Mexict, S.A. is 99.96...

  • Page 444
    ...-131434), of our reports dated February 25, 2013, with respect to the consolidated financial statements and schedule of United Continental Holdings, Inc. and the effectiveness of internal control over financial reporting of United Continental Holdings, Inc., included in this Annual Report (Form 10...

  • Page 445
    .... 333-181014) of our report dated February 25, 2013, with respect to the consolidated financial statements and schedule of United Air Lines, Inc., included in this Annual Report (Form 10-K) of United Air Lines, Inc. for the year ended December 31, 2012. /s/ Ernst & Young LLP Chicago, IL February 25...

  • Page 446
    ...-181014) of our report dated February 25, 2013, with respect to the consolidated financial statements and schedule of Continental Airlines, Inc., included in this Annual Report (Form 10-K) of Continental Airlines, Inc. for the year ended December 31, 2012. /s/ Ernst & Young LLP Chicago, IL February...

  • Page 447
    ... of operations and cash flows of the Company as of, and for, the periods presented in this report; The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal...

  • Page 448
    ... financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting. /s/ John D. Rainey John D. Rainey Executive Vice President and Chief Financial Officer Date...

  • Page 449
    ... of operations and cash flows of the Company as of, and for, the periods presented in this report; The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal...

  • Page 450
    ... financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting. /s/ John D. Rainey John D. Rainey Executive Vice President and Chief Financial Officer Date...

  • Page 451
    ... of operations and cash flows of the Company as of, and for, the periods presented in this report; The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal...

  • Page 452
    ... financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting. /s/ John D. Rainey John D. Rainey Executive Vice President and Chief Financial Officer Date...

  • Page 453
    ... respects, the financial condition and results of operations of United Continental Holdings, Inc. Date: February 25, 2013 /s/ Jeffery A. Smisek Jeffery A. Smisek Chairman, President and Chief Executive Officer /s/ John D. Rainey John D. Rainey Executive Vice President and Chief Financial Officer

  • Page 454
    ... all material respects, the financial condition and results of operations of United Air Lines, Inc. Date: February 25, 2013 /s/ Jeffery A. Smisek Jeffery A. Smisek Chairman, President and Chief Executive Officer /s/ John D. Rainey John D. Rainey Executive Vice President and Chief Financial Officer

  • Page 455
    ... material respects, the financial condition and results of operations of Continental Airlines, Inc. Date: February 25, 2013 /s/ Jeffery A. Smisek Jeffery A. Smisek Chairman, President and Chief Executive Officer /s/ John D. Rainey John D. Rainey Executive Vice President and Chief Financial Officer

  • Page 456
    ... UAL Corporation's name was changed to United Continental Holdings, Inc. ("UAL" or the "Company"). The Company plans to merge United Air Lines, Inc. and Continental Airlines, Inc. into one legal entity (the "Airlines Merger") in 2013. Once this legal merger occurs, the financial statements of United...

  • Page 457
    ...382 1,052 10,553 38,095 Total unrestricted cash, cash equivalents and shortiterm investments Restricted cash Receivables, less allowance for doubtful accounts Aircraft fuel, spare parts and supplies, less obsolescence allowance Deferred income taxes Receivables from related parties Prepaid expenses...

  • Page 458
    ..., 2012 In millions Historical Continental United Pro Forma Adjustments Condensed Combined Pro Forma LIABILITIES AND STOCKHOLDER'S EQUITY Current liabilities: Advance ticket sales Frequent flyer deferred revenue Accounts payable Accrued salaries and benefits Current maturities of longiterm debt...

  • Page 459
    ... COMBINED STATEMENT OF OPERATIONS OF UNITED AND CONTINENTAL Year ended December 31, 2012 In millions Historical Continental United Pro Forma Adjustments Condensed Combined Pro Forma Operating revenue: PassengeriMainline PassengeriRegional Total passenger revenue Cargo Other operating revenue...

  • Page 460
    ... UAL Corporation's name was changed to United Continental Holdings, Inc. ("UAL" or the "Company"). The Company plans to merge United Air Lines, Inc. and Continental Airlines, Inc. into one legal entity (the "Airlines Merger") in 2013. Once this legal merger occurs, the financial statements of United...

  • Page 461