United Airlines 2012 Annual Report Download - page 130

Table of Contents
(a) As further described below under “Convertible Debt Securities,” there is a basis difference between UAL and Continental debt values, because we were
required to apply different accounting methodologies. The Continental debt presented above 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 $ 1,812 $ 1,090 $ 722
2014 2,120 1,653 467
2015 2,023 395 1,628
2016 985 431 554
2017 545 284 261
After 2017 4,919 1,695 2,879
$12,404 $5,548 $ 6,511
As of December 31, 2012, a substantial portion of UAL’s assets, principally aircraft, spare engines, aircraft spare parts, route authorities and certain other
intangible assets, were pledged under various loan and other agreements. As of December 31, 2012, UAL, United and Continental were in compliance with
their respective debt covenants. Continued compliance depends on many factors, some of which are beyond the Company’s control, including the overall
industry revenue environment and the level of fuel costs.
Revolving Credit Facility. The Company has a revolving credit facility (the “Revolving Credit Facility”) to borrow up to $500 million, all of which may be
used for the issuance of letters of credit. The facility expires on January 30, 2015. As of December 31, 2012, the Company had all of its commitment capacity
available under the Revolving Credit Facility. The Company pays a commitment fee equal to 0.5% per annum on the undrawn amount available under the
Revolving Credit Facility. Borrowings under the Revolving Credit Facility bear interest at a floating rate, which, at the Company’s option, can be either a base
rate or a London Interbank Offered Rate (“LIBOR”) rate, plus an applicable margin of 3.25% in the case of base rate loans and 4.25% in the case of LIBOR
loans at the Company’s current corporate credit ratings.
The Company’s other significant financing agreements are summarized below:

6% Senior Convertible NotesThe 6% Senior Convertible Notes due 2029 (the “UAL 6% Senior Convertible Notes”) may be converted by holders into
shares of UAL’s common stock at a conversion price of approximately $8.69 per share. UAL does not have the option to pay the conversion price in cash
upon a noteholder’s conversion; however, UAL may redeem for cash all or part of the UAL 6% Senior Convertible Notes on or after October 15, 2014. In
addition, holders of the UAL 6% Senior Convertible Notes have the right to require UAL to repurchase all or a portion of their notes on each of October 15,
2014, October 15, 2019 and October 15, 2024 or if certain changes of control of UAL occur, payable by UAL in cash, shares of UAL common stock or a
combination thereof, at UAL’s option.

The 4.5% Senior Limited Subordination Convertible Notes due 2021 (the “4.5% Notes”) and the New PBGC Notes (as defined and described below under
), which were issued by UAL, have been pushed down to United and are reflected as debt of United. The obligations of UAL under each of
these notes, and the indentures under which these notes were issued are unconditionally guaranteed by United.
4.5% Notes. The 4.5% Notes may be converted by holders into shares of UAL’s common stock at a conversion price of approximately $32.64 per share.
UAL has the option to pay the conversion price in cash, shares of UAL common stock or a combination thereof upon a noteholder’s conversion. In June
2011, UAL repurchased at par value approximately $570 million of the $726 million outstanding principal amount of its 4.5% Notes due 2021 with cash
after the notes were put to UAL by the noteholders. The remaining holders of the 4.5% Notes have the
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