United Airlines 2012 Annual Report Download - page 51

Table of Contents
first seven months of 2013 as aircraft are delivered to Continental and Continental issues equipment notes to the trust. Continental records the debt
obligation upon issuance of the equipment notes rather than upon the initial issuance of the pass-through certificates;
• During the year ended December 31, 2012, UAL made debt and capital lease payments of $1.5 billion, including prepayments. These payments
include $195 million related to Continental’s Series 2002-1 EETCs; and
• In August 2012, the New Jersey Economic Development Authority (the “Authority”) issued approximately $101 million of special facility revenue
bonds (the “2012 Bonds”) to provide funds for the defeasance of approximately $100 million of the Authority’s previously issued and outstanding
special facility revenue bonds maturing on September 15, 2012 (the “Refunded Bonds”). The Refunded Bonds were guaranteed by Continental and
payable from certain rental payments made by Continental pursuant to two lease agreements between the Authority and Continental. The 2012
Bonds are payable from certain loan repayments made by Continental under a loan agreement between Continental and the Authority. The 2012
Bonds are recorded by Continental as unsecured long-term debt.
Significant financing events in 2011 were as follows:
• The Company entered into a $500 million Revolving Credit Facility with a syndicate of banks, led by Citibank, N.A., as administrative agent. The
facility was undrawn at December 31, 2012 and has an expiration date of January 30, 2015. It is secured by take-off and landing slots at Newark Liberty
International Airport, LaGuardia Airport and Reagan National Airport and certain other assets of United and Continental. The Company terminated its
prior $255 million revolver under the Amended Credit Facility on December 21, 2011. As of December 31, 2012, the Company had all of its
commitment capacity under the Revolving Credit Facility available for letters of credit or borrowings;
• During 2011, UAL made debt and capital lease payments of $2.6 billion. These payments include $150 million related to the repurchase of UAL’s 5%
Senior Convertible Notes and $570 million related to the repurchase of UAL’s 4.5% Senior Limited-Subordination Convertible Notes; and
• Continental received $239 million in 2011 from its December 2010 pass-through trust financing. The proceeds were used to fund the acquisition of new
aircraft and in the case of the currently owned aircraft, for general corporate purposes.
Significant financing events in 2010 were as follows:
• 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 Japan and beyond Japan to points in other countries,
certain airport takeoff and landing slots and airport gate leaseholds utilized in connection with these routes;
• In January 2010, United issued the remaining $1.3 billion in principal amount of the equipment notes relating to the Series 2009-1 and 2009-2 EETCs.
Issuance proceeds of approximately $1.1 billion were used to repay the Series 2000-2 and 2001-1 EETCs and the remaining proceeds were used for
general corporate purposes;
• In December 2010, Continental issued approximately $427 million of Series 2010-1 Class A and Class B pass-through certificates through two pass-
through trusts. In December 2010, Continental issued $188 million in principal amount of equipment notes relating to its December 2010 pass-through
trust financing. Continental used $90 million of the proceeds for general corporate purposes and $98 million of the proceeds to purchase three new Boeing
737 aircraft. The proceeds used to purchase the three new Boeing 737 aircraft were accounted for as a noncash investing and financing activity; and
• In 2010, United acquired six aircraft through the exercise of its lease purchase options. Aircraft lease deposits of $236 million provided financing cash
that was primarily utilized by United to make the final payments due under these capital lease obligations.
For additional information regarding these matters and other liquidity events, see Notes 5, 14 and 15 to the financial statements included in Item 8 of this
report.
50