FORM 10-Q
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission
File Number
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Exact Name of Registrant as Specified in its Charter,
Principal Executive Office Address and Telephone Number
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State of
Incorporation
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I.R.S. Employer
Identification No.
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001-06033
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United Continental Holdings, Inc.
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Delaware
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36-2675207
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233 South Wacker Drive, Chicago, Illinois 60606
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(872) 825-4000
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001-10323
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United Airlines, Inc.
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Delaware
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74-2099724
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233 South Wacker Drive, Chicago, Illinois 60606
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(872) 825-4000
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United Continental Holdings, Inc.
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Yes
x
No
o
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United Airlines, Inc.
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Yes
x
No
o
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United Continental Holdings, Inc.
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Yes
x
No
o
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United Airlines, Inc.
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Yes
x
No
o
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United Continental Holdings, Inc.
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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Emerging growth company
o
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United Airlines, Inc.
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
x
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Smaller reporting company
o
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Emerging growth company
o
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United Continental Holdings, Inc.
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o
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United Airlines, Inc.
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o
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United Continental Holdings, Inc.
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Yes
o
No
x
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United Airlines, Inc.
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Yes
o
No
x
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United Continental Holdings, Inc.
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272,464,412
shares of common stock ($0.01 par value)
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United Airlines, Inc.
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1,000 shares of common stock ($0.01 par value) (100% owned by United Continental Holdings, Inc.)
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Page
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Three Months Ended September 30,
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Nine Months Ended September 30,
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||||||||||||
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2018
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2017 (a)
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2018
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2017 (a)
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||||||||
Operating revenue:
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||||||||
Passenger revenue
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$
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10,120
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$
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9,069
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$
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28,150
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$
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25,873
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Cargo
|
296
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|
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279
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|
903
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790
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||||
Other operating revenue
|
587
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|
|
551
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1,759
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1,670
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||||
Total operating revenue
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11,003
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9,899
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30,812
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28,333
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||||
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||||||||
Operating expense:
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||||||||
Salaries and related costs
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2,930
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2,785
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8,534
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|
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8,263
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||||
Aircraft fuel
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2,572
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1,809
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6,927
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5,038
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||||
Regional capacity purchase
|
663
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567
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1,963
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1,652
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||||
Landing fees and other rent
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596
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585
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1,757
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1,670
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||||
Depreciation and amortization
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564
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|
|
556
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|
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1,662
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|
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1,610
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||||
Aircraft maintenance materials and outside repairs
|
455
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451
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1,333
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1,377
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||||
Distribution expenses
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427
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|
|
377
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1,162
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1,081
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||||
Aircraft rent
|
109
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|
|
145
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355
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476
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||||
Special charges (Note 10)
|
17
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|
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50
|
|
|
186
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|
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145
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|
||||
Other operating expenses
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1,467
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|
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1,436
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4,293
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4,126
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||||
Total operating expenses
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9,800
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8,761
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28,172
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25,438
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Operating income
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1,203
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1,138
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2,640
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2,895
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Nonoperating income (expense):
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||||||||
Interest expense
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(187
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)
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(169
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)
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(540
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)
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(498
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)
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||||
Interest capitalized
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18
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20
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51
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64
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||||
Interest income
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28
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17
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70
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41
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||||
Miscellaneous, net
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(1
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)
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(13
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)
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(119
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)
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(82
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)
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||||
Total nonoperating expense, net
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(142
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)
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(145
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)
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(538
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)
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(475
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)
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||||
Income before income taxes
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1,061
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|
993
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2,102
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2,420
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Income tax expense
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225
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348
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435
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|
855
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||||
Net income
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$
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836
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$
|
645
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$
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1,667
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$
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1,565
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Earnings per share, basic
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$
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3.07
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$
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2.15
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$
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6.02
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$
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5.10
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Earnings per share, diluted
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$
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3.06
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$
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2.15
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$
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5.99
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$
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5.09
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Three Months Ended September 30,
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Nine Months Ended September 30,
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||||||||||||
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2018
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2017 (a)
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2018
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2017 (a)
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||||||||
Net income
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$
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836
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$
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645
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$
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1,667
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$
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1,565
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||||||||
Other comprehensive income (loss), net change related to:
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Employee benefit plans, net of taxes
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12
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3
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54
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(1
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)
|
||||
Investments and other, net of taxes
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1
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17
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4
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6
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||||
Total other comprehensive income, net
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13
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20
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58
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5
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Total comprehensive income, net
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$
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849
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$
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665
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$
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1,725
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$
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1,570
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September 30, 2018
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December 31, 2017 (a)
|
||||
ASSETS
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|
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Current assets:
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Cash and cash equivalents
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$
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2,621
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$
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1,482
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Short-term investments
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2,314
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2,316
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Receivables, less allowance for doubtful accounts (2018 — $6; 2017 — $7)
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1,752
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1,340
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Aircraft fuel, spare parts and supplies, less obsolescence allowance (2018 — $396; 2017 — $354)
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1,011
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924
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Prepaid expenses and other
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973
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1,071
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Total current assets
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8,671
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7,133
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Operating property and equipment:
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Owned—
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Flight equipment
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30,516
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28,692
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Other property and equipment
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7,765
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6,946
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Total owned property and equipment
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38,281
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35,638
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Less — Accumulated depreciation and amortization
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(12,487
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)
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(11,159
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)
|
||
Total owned property and equipment, net
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25,794
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24,479
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||
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Purchase deposits for flight equipment
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1,101
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1,344
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|
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Capital leases—
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|
||||
Flight equipment
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1,221
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1,151
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Other property and equipment
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23
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11
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|
||
Total capital leases
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1,244
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1,162
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||
Less — Accumulated amortization
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(831
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)
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(777
|
)
|
||
Total capital leases, net
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413
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385
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|
||
Total operating property and equipment, net
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27,308
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26,208
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|
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Other assets:
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Goodwill
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4,523
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4,523
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|
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Intangibles, less accumulated amortization (2018 — $1,363; 2017 — $1,313)
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3,382
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3,539
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|
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Restricted cash
|
105
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91
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|
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Investments in affiliates and other, net
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848
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|
852
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|
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Total other assets
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8,858
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|
|
9,005
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|
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Total assets
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$
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44,837
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$
|
42,346
|
|
|
September 30, 2018
|
|
December 31, 2017 (a)
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
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|
||||
Current liabilities:
|
|
|
|
||||
Advance ticket sales
|
$
|
5,193
|
|
|
$
|
3,940
|
|
Accounts payable
|
2,581
|
|
|
2,196
|
|
||
Frequent flyer deferred revenue
|
2,275
|
|
|
2,192
|
|
||
Accrued salaries and benefits
|
2,004
|
|
|
2,166
|
|
||
Current maturities of long-term debt
|
910
|
|
|
1,565
|
|
||
Current maturities of capital leases
|
136
|
|
|
128
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|
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Other
|
585
|
|
|
576
|
|
||
Total current liabilities
|
13,684
|
|
|
12,763
|
|
||
|
|
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|
||||
Long-term debt
|
12,218
|
|
|
11,703
|
|
||
Long-term obligations under capital leases
|
1,116
|
|
|
996
|
|
||
|
|
|
|
||||
Other liabilities and deferred credits:
|
|
|
|
||||
Frequent flyer deferred revenue
|
2,712
|
|
|
2,591
|
|
||
Postretirement benefit liability
|
1,577
|
|
|
1,602
|
|
||
Pension liability
|
1,611
|
|
|
1,921
|
|
||
Deferred income taxes
|
639
|
|
|
204
|
|
||
Lease fair value adjustment, net
|
82
|
|
|
198
|
|
||
Other
|
1,729
|
|
|
1,634
|
|
||
Total other liabilities and deferred credits
|
8,350
|
|
|
8,150
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
||||
Preferred stock
|
—
|
|
|
—
|
|
||
Common stock at par, $0.01 par value; authorized 1,000,000,000 shares; outstanding 272,464,412 and 286,973,195 shares at September 30, 2018 and December 31, 2017, respectively
|
3
|
|
|
3
|
|
||
Additional capital invested
|
6,105
|
|
|
6,098
|
|
||
Retained earnings
|
6,203
|
|
|
4,549
|
|
||
Stock held in treasury, at cost
|
(1,753
|
)
|
|
(769
|
)
|
||
Accumulated other comprehensive loss
|
(1,089
|
)
|
|
(1,147
|
)
|
||
Total stockholders' equity
|
9,469
|
|
|
8,734
|
|
||
Total liabilities and stockholders' equity
|
$
|
44,837
|
|
|
$
|
42,346
|
|
|
Nine Months Ended September 30,
|
||||||
|
2018
|
|
2017
|
||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net cash provided by operating activities
|
$
|
5,080
|
|
|
$
|
2,685
|
|
|
|
|
|
||||
Cash Flows from Investing Activities:
|
|
|
|
||||
Capital expenditures
|
(2,592
|
)
|
|
(2,900
|
)
|
||
Purchases of short-term and other investments
|
(1,975
|
)
|
|
(2,584
|
)
|
||
Proceeds from sale of short-term and other investments
|
1,979
|
|
|
2,380
|
|
||
Investment in affiliates
|
(139
|
)
|
|
—
|
|
||
Proceeds from sale of property and equipment
|
30
|
|
|
8
|
|
||
Other, net
|
94
|
|
|
142
|
|
||
Net cash used in investing activities
|
(2,603
|
)
|
|
(2,954
|
)
|
||
|
|
|
|
||||
Cash Flows from Financing Activities:
|
|
|
|
||||
Proceeds from issuance of long-term debt and airport construction financing
|
1,332
|
|
|
2,119
|
|
||
Repurchases of common stock
|
(1,010
|
)
|
|
(1,291
|
)
|
||
Payments of long-term debt
|
(1,519
|
)
|
|
(722
|
)
|
||
Principal payments under capital leases
|
(98
|
)
|
|
(84
|
)
|
||
Other, net
|
(47
|
)
|
|
(77
|
)
|
||
Net cash used in financing activities
|
(1,342
|
)
|
|
(55
|
)
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
1,135
|
|
|
(324
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of the period
|
1,591
|
|
|
2,303
|
|
||
Cash, cash equivalents and restricted cash at end of the period (a)
|
$
|
2,726
|
|
|
$
|
1,979
|
|
|
|
|
|
||||
Investing and Financing Activities Not Affecting Cash:
|
|
|
|
||||
Property and equipment acquired through the issuance of debt and capital leases
|
$
|
139
|
|
|
$
|
918
|
|
Airport construction financing
|
12
|
|
|
41
|
|
||
Operating lease conversions to capital lease
|
52
|
|
|
—
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017 (a)
|
|
2018
|
|
2017 (a)
|
||||||||
Operating revenue:
|
|
|
|
|
|
|
|
||||||||
Passenger revenue
|
$
|
10,120
|
|
|
$
|
9,069
|
|
|
$
|
28,150
|
|
|
$
|
25,873
|
|
Cargo
|
296
|
|
|
279
|
|
|
903
|
|
|
790
|
|
||||
Other operating revenue
|
587
|
|
|
551
|
|
|
1,759
|
|
|
1,670
|
|
||||
Total operating revenue
|
11,003
|
|
|
9,899
|
|
|
30,812
|
|
|
28,333
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating expense:
|
|
|
|
|
|
|
|
||||||||
Salaries and related costs
|
2,930
|
|
|
2,785
|
|
|
8,534
|
|
|
8,263
|
|
||||
Aircraft fuel
|
2,572
|
|
|
1,809
|
|
|
6,927
|
|
|
5,038
|
|
||||
Regional capacity purchase
|
663
|
|
|
567
|
|
|
1,963
|
|
|
1,652
|
|
||||
Landing fees and other rent
|
596
|
|
|
585
|
|
|
1,757
|
|
|
1,670
|
|
||||
Depreciation and amortization
|
564
|
|
|
556
|
|
|
1,662
|
|
|
1,610
|
|
||||
Aircraft maintenance materials and outside repairs
|
455
|
|
|
451
|
|
|
1,333
|
|
|
1,377
|
|
||||
Distribution expenses
|
427
|
|
|
377
|
|
|
1,162
|
|
|
1,081
|
|
||||
Aircraft rent
|
109
|
|
|
145
|
|
|
355
|
|
|
476
|
|
||||
Special charges (Note 10)
|
17
|
|
|
50
|
|
|
186
|
|
|
145
|
|
||||
Other operating expenses
|
1,467
|
|
|
1,435
|
|
|
4,292
|
|
|
4,124
|
|
||||
Total operating expense
|
9,800
|
|
|
8,760
|
|
|
28,171
|
|
|
25,436
|
|
||||
Operating income
|
1,203
|
|
|
1,139
|
|
|
2,641
|
|
|
2,897
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Nonoperating income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(187
|
)
|
|
(169
|
)
|
|
(540
|
)
|
|
(498
|
)
|
||||
Interest capitalized
|
18
|
|
|
20
|
|
|
51
|
|
|
64
|
|
||||
Interest income
|
28
|
|
|
17
|
|
|
70
|
|
|
41
|
|
||||
Miscellaneous, net
|
—
|
|
|
(13
|
)
|
|
(119
|
)
|
|
(82
|
)
|
||||
Total nonoperating expense, net
|
(141
|
)
|
|
(145
|
)
|
|
(538
|
)
|
|
(475
|
)
|
||||
Income before income taxes
|
1,062
|
|
|
994
|
|
|
2,103
|
|
|
2,422
|
|
||||
Income tax expense
|
225
|
|
|
348
|
|
|
435
|
|
|
856
|
|
||||
Net income
|
$
|
837
|
|
|
$
|
646
|
|
|
$
|
1,668
|
|
|
$
|
1,566
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017 (a)
|
|
2018
|
|
2017 (a)
|
||||||||
Net income
|
$
|
837
|
|
|
$
|
646
|
|
|
$
|
1,668
|
|
|
$
|
1,566
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss), net change related to:
|
|
|
|
|
|
|
|
||||||||
Employee benefit plans, net of taxes
|
12
|
|
|
3
|
|
|
54
|
|
|
(1
|
)
|
||||
Investments and other, net of taxes
|
1
|
|
|
17
|
|
|
4
|
|
|
6
|
|
||||
Total other comprehensive income, net
|
13
|
|
|
20
|
|
|
58
|
|
|
5
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total comprehensive income, net
|
$
|
850
|
|
|
$
|
666
|
|
|
$
|
1,726
|
|
|
$
|
1,571
|
|
|
September 30, 2018
|
|
December 31, 2017 (a)
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2,615
|
|
|
$
|
1,476
|
|
Short-term investments
|
2,314
|
|
|
2,316
|
|
||
Receivables, less allowance for doubtful accounts (2018 — $6; 2017 — $7)
|
1,752
|
|
|
1,340
|
|
||
Aircraft fuel, spare parts and supplies, less obsolescence allowance (2018 — $396; 2017 — $354)
|
1,011
|
|
|
924
|
|
||
Prepaid expenses and other
|
973
|
|
|
1,071
|
|
||
Total current assets
|
8,665
|
|
|
7,127
|
|
||
Operating property and equipment:
|
|
|
|
||||
Owned—
|
|
|
|
||||
Flight equipment
|
30,516
|
|
|
28,692
|
|
||
Other property and equipment
|
7,765
|
|
|
6,946
|
|
||
Total owned property and equipment
|
38,281
|
|
|
35,638
|
|
||
Less — Accumulated depreciation and amortization
|
(12,487
|
)
|
|
(11,159
|
)
|
||
Total owned property and equipment, net
|
25,794
|
|
|
24,479
|
|
||
|
|
|
|
||||
Purchase deposits for flight equipment
|
1,101
|
|
|
1,344
|
|
||
|
|
|
|
||||
Capital leases—
|
|
|
|
||||
Flight equipment
|
1,221
|
|
|
1,151
|
|
||
Other property and equipment
|
23
|
|
|
11
|
|
||
Total capital leases
|
1,244
|
|
|
1,162
|
|
||
Less — Accumulated amortization
|
(831
|
)
|
|
(777
|
)
|
||
Total capital leases, net
|
413
|
|
|
385
|
|
||
Total operating property and equipment, net
|
27,308
|
|
|
26,208
|
|
||
Other assets:
|
|
|
|
||||
Goodwill
|
4,523
|
|
|
4,523
|
|
||
Intangibles, less accumulated amortization (2018 — $1,363; 2017 — $1,313)
|
3,382
|
|
|
3,539
|
|
||
Restricted cash
|
105
|
|
|
91
|
|
||
Investments in affiliates and other, net
|
849
|
|
|
852
|
|
||
Total other assets
|
8,859
|
|
|
9,005
|
|
||
Total assets
|
$
|
44,832
|
|
|
$
|
42,340
|
|
|
September 30, 2018
|
|
December 31, 2017 (a)
|
||||
LIABILITIES AND STOCKHOLDER'S EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Advance ticket sales
|
$
|
5,193
|
|
|
$
|
3,940
|
|
Accounts payable
|
2,581
|
|
|
2,196
|
|
||
Frequent flyer deferred revenue
|
2,275
|
|
|
2,192
|
|
||
Accrued salaries and benefits
|
2,004
|
|
|
2,166
|
|
||
Current maturities of long-term debt
|
910
|
|
|
1,565
|
|
||
Current maturities of capital leases
|
136
|
|
|
128
|
|
||
Other
|
590
|
|
|
581
|
|
||
Total current liabilities
|
13,689
|
|
|
12,768
|
|
||
|
|
|
|
||||
Long-term debt
|
12,218
|
|
|
11,703
|
|
||
Long-term obligations under capital leases
|
1,116
|
|
|
996
|
|
||
|
|
|
|
||||
Other liabilities and deferred credits:
|
|
|
|
||||
Frequent flyer deferred revenue
|
2,712
|
|
|
2,591
|
|
||
Postretirement benefit liability
|
1,577
|
|
|
1,602
|
|
||
Pension liability
|
1,611
|
|
|
1,921
|
|
||
Deferred income taxes
|
666
|
|
|
231
|
|
||
Lease fair value adjustment, net
|
82
|
|
|
198
|
|
||
Other
|
1,729
|
|
|
1,634
|
|
||
Total other liabilities and deferred credits
|
8,377
|
|
|
8,177
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholder's equity:
|
|
|
|
||||
Common stock at par, $0.01 par value; authorized 1,000 shares; issued and outstanding 1,000 shares at both September 30, 2018 and December 31, 2017
|
—
|
|
|
—
|
|
||
Additional capital invested
|
822
|
|
|
1,787
|
|
||
Retained earnings
|
9,807
|
|
|
8,146
|
|
||
Accumulated other comprehensive loss
|
(1,089
|
)
|
|
(1,147
|
)
|
||
Receivable from related parties
|
(108
|
)
|
|
(90
|
)
|
||
Total stockholder's equity
|
9,432
|
|
|
8,696
|
|
||
Total liabilities and stockholder's equity
|
$
|
44,832
|
|
|
$
|
42,340
|
|
|
Nine Months Ended September 30,
|
||||||
|
2018
|
|
2017
|
||||
|
|
|
|
||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net cash provided by operating activities
|
$
|
5,063
|
|
|
$
|
2,671
|
|
|
|
|
|
||||
Cash Flows from Investing Activities:
|
|
|
|
||||
Capital expenditures
|
(2,592
|
)
|
|
(2,900
|
)
|
||
Purchases of short-term investments and other investments
|
(1,975
|
)
|
|
(2,584
|
)
|
||
Proceeds from sale of short-term and other investments
|
1,979
|
|
|
2,380
|
|
||
Investment in affiliates
|
(139
|
)
|
|
—
|
|
||
Proceeds from sale of property and equipment
|
30
|
|
|
8
|
|
||
Other, net
|
94
|
|
|
142
|
|
||
Net cash used in investing activities
|
(2,603
|
)
|
|
(2,954
|
)
|
||
|
|
|
|
||||
Cash Flows from Financing Activities:
|
|
|
|
||||
Proceeds from issuance of long-term debt and airport construction financing
|
1,332
|
|
|
2,119
|
|
||
Dividend to UAL
|
(1,010
|
)
|
|
(1,291
|
)
|
||
Payments of long-term debt
|
(1,519
|
)
|
|
(722
|
)
|
||
Principal payments under capital leases
|
(98
|
)
|
|
(84
|
)
|
||
Other, net
|
(30
|
)
|
|
(63
|
)
|
||
Net cash used in financing activities
|
(1,325
|
)
|
|
(41
|
)
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
1,135
|
|
|
(324
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of the period
|
1,585
|
|
|
2,297
|
|
||
Cash, cash equivalents and restricted cash at end of the period (a)
|
$
|
2,720
|
|
|
$
|
1,973
|
|
|
|
|
|
||||
Investing and Financing Activities Not Affecting Cash:
|
|
|
|
||||
Property and equipment acquired through the issuance of debt and capital leases
|
$
|
139
|
|
|
$
|
918
|
|
Airport construction financing
|
12
|
|
|
41
|
|
||
Operating lease conversions to capital lease
|
52
|
|
|
—
|
|
|
|
Three Months Ended September 30, 2017
|
||||||||||||||
|
|
As Previously Reported
|
|
New Revenue
Standard
Adjustments
|
|
New Retirement
Standard
Adjustments
|
|
As Adjusted
|
||||||||
Passenger revenue
|
|
$
|
8,528
|
|
|
$
|
541
|
|
|
$
|
—
|
|
|
$
|
9,069
|
|
Cargo
|
|
257
|
|
|
22
|
|
|
—
|
|
|
279
|
|
||||
Other operating revenue
|
|
1,093
|
|
|
(542
|
)
|
|
—
|
|
|
551
|
|
||||
Total operating revenue
|
|
9,878
|
|
|
21
|
|
|
—
|
|
|
9,899
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Salaries and related costs
|
|
2,812
|
|
|
—
|
|
|
(27
|
)
|
|
2,785
|
|
||||
Distribution expenses
|
|
352
|
|
|
25
|
|
|
—
|
|
|
377
|
|
||||
Other operating expenses
|
|
1,459
|
|
|
(23
|
)
|
|
—
|
|
|
1,436
|
|
||||
Total operating expenses
|
|
8,786
|
|
|
2
|
|
|
(27
|
)
|
|
8,761
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating income
|
|
1,092
|
|
|
19
|
|
|
27
|
|
|
1,138
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
(164
|
)
|
|
(5
|
)
|
|
—
|
|
|
(169
|
)
|
||||
Miscellaneous, net
|
|
15
|
|
|
(1
|
)
|
|
(27
|
)
|
|
(13
|
)
|
||||
Total nonoperating expense, net
|
|
(112
|
)
|
|
(6
|
)
|
|
(27
|
)
|
|
(145
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
|
980
|
|
|
13
|
|
|
—
|
|
|
993
|
|
||||
Income tax expense
|
|
343
|
|
|
5
|
|
|
—
|
|
|
348
|
|
||||
Net income
|
|
637
|
|
|
8
|
|
|
—
|
|
|
645
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share, basic
|
|
2.12
|
|
|
0.03
|
|
|
—
|
|
|
2.15
|
|
||||
Earnings per share, diluted
|
|
2.12
|
|
|
0.03
|
|
|
—
|
|
|
2.15
|
|
|
|
Nine Months Ended September 30, 2017
|
||||||||||||||
|
|
As Previously Reported
|
|
New Revenue
Standard
Adjustments
|
|
New Retirement
Standard
Adjustments
|
|
As Adjusted
|
||||||||
Passenger revenue
|
|
$
|
24,324
|
|
|
$
|
1,549
|
|
|
$
|
—
|
|
|
$
|
25,873
|
|
Cargo
|
|
731
|
|
|
59
|
|
|
—
|
|
|
790
|
|
||||
Other operating revenue
|
|
3,243
|
|
|
(1,573
|
)
|
|
—
|
|
|
1,670
|
|
||||
Total operating revenue
|
|
28,298
|
|
|
35
|
|
|
—
|
|
|
28,333
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Salaries and related costs
|
|
8,341
|
|
|
—
|
|
|
(78
|
)
|
|
8,263
|
|
||||
Distribution expenses
|
|
1,021
|
|
|
60
|
|
|
—
|
|
|
1,081
|
|
||||
Other operating expenses
|
|
4,199
|
|
|
(73
|
)
|
|
—
|
|
|
4,126
|
|
||||
Total operating expenses
|
|
25,529
|
|
|
(13
|
)
|
|
(78
|
)
|
|
25,438
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating income
|
|
2,769
|
|
|
48
|
|
|
78
|
|
|
2,895
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
(472
|
)
|
|
(26
|
)
|
|
—
|
|
|
(498
|
)
|
||||
Miscellaneous, net
|
|
(3
|
)
|
|
(1
|
)
|
|
(78
|
)
|
|
(82
|
)
|
||||
Total nonoperating expense, net
|
|
(370
|
)
|
|
(27
|
)
|
|
(78
|
)
|
|
(475
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
|
2,399
|
|
|
21
|
|
|
—
|
|
|
2,420
|
|
||||
Income tax expense
|
|
848
|
|
|
7
|
|
|
—
|
|
|
855
|
|
||||
Net income
|
|
1,551
|
|
|
14
|
|
|
—
|
|
|
1,565
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share, basic
|
|
5.06
|
|
|
0.04
|
|
|
—
|
|
|
5.10
|
|
||||
Earnings per share, diluted
|
|
5.04
|
|
|
0.05
|
|
|
—
|
|
|
5.09
|
|
|
|
At December 31, 2017
|
||||||||||
|
|
As Previously Reported
|
|
New Revenue Standard
Adjustments
|
|
As Adjusted
|
||||||
Prepaid expenses and other
|
|
$
|
1,051
|
|
|
$
|
20
|
|
|
$
|
1,071
|
|
Total current assets
|
|
7,113
|
|
|
20
|
|
|
7,133
|
|
|||
Total assets
|
|
42,326
|
|
|
20
|
|
|
42,346
|
|
Advance ticket sales
|
|
3,876
|
|
|
64
|
|
|
3,940
|
|
Frequent flyer deferred revenue
|
|
2,176
|
|
|
16
|
|
|
2,192
|
|
Other
|
|
569
|
|
|
7
|
|
|
576
|
|
Total current liabilities
|
|
12,676
|
|
|
87
|
|
|
12,763
|
|
|
|
|
|
|
|
|
|||
Frequent flyer deferred revenue - long-term
|
|
2,565
|
|
|
26
|
|
|
2,591
|
|
Deferred income taxes
|
|
225
|
|
|
(21
|
)
|
|
204
|
|
Total other liabilities and deferred credits
|
|
8,145
|
|
|
5
|
|
|
8,150
|
|
|
|
|
|
|
|
|
|||
Retained earnings
|
|
4,621
|
|
|
(72
|
)
|
|
4,549
|
|
Total stockholders' equity
|
|
8,806
|
|
|
(72
|
)
|
|
8,734
|
|
Total liabilities and stockholders' equity
|
|
42,326
|
|
|
20
|
|
|
42,346
|
|
•
|
MileagePlus miles awarded - United has a performance obligation to provide MileagePlus cardholders with miles to be used for air travel and non-travel award redemptions. The Company records Passenger revenue related to the travel awards when the transportation is provided and records Other revenue related to the non-travel awards when the goods or services are delivered. The Company records the cost associated with non-travel awards in Other operating revenue.
|
•
|
Marketing - United's marketing performance obligation is to provide Chase access to its customer list and the use of its brand. Marketing revenue is recorded to Other operating revenue as miles are delivered to Chase.
|
•
|
Advertising - United has a performance obligation to provide advertising in support of the MileagePlus card in various customer contact points such as United's website, email promotions, direct mail campaigns, airport advertising and in-flight advertising. Advertising revenue is recorded to Other operating revenue as miles are delivered to Chase.
|
•
|
Other travel-related benefits - United's performance obligations are comprised of various items such as waived bag fees, seat upgrades, and lounge passes. Lounge passes are recorded to Other operating revenue as customers use the lounge passes. Bag fees and seat upgrades are recorded to Passenger revenue at the time of the associated travel.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Total Frequent flyer deferred revenue - beginning balance
|
$
|
4,989
|
|
|
$
|
4,891
|
|
|
$
|
4,783
|
|
|
$
|
4,889
|
|
Total miles awarded
|
616
|
|
|
525
|
|
|
1,826
|
|
|
1,544
|
|
||||
Travel miles redeemed (Passenger revenue)
|
(580
|
)
|
|
(556
|
)
|
|
(1,508
|
)
|
|
(1,489
|
)
|
||||
Non-travel miles redeemed (Other operating revenue)
|
(38
|
)
|
|
(42
|
)
|
|
(114
|
)
|
|
(126
|
)
|
||||
Total Frequent flyer deferred revenue - ending balance
|
$
|
4,987
|
|
|
$
|
4,818
|
|
|
$
|
4,987
|
|
|
$
|
4,818
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Domestic
|
$
|
6,253
|
|
|
$
|
5,443
|
|
|
$
|
17,403
|
|
|
$
|
15,752
|
|
|
|
|
|
|
|
|
|
||||||||
Atlantic
|
1,933
|
|
|
1,724
|
|
|
5,009
|
|
|
4,456
|
|
||||
Pacific
|
1,163
|
|
|
1,125
|
|
|
3,335
|
|
|
3,242
|
|
||||
Latin America
|
771
|
|
|
777
|
|
|
2,403
|
|
|
2,423
|
|
||||
International
|
3,867
|
|
|
3,626
|
|
|
10,747
|
|
|
10,121
|
|
||||
Consolidated
|
$
|
10,120
|
|
|
$
|
9,069
|
|
|
$
|
28,150
|
|
|
$
|
25,873
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Earnings available to common stockholders
|
$
|
836
|
|
|
$
|
645
|
|
|
$
|
1,667
|
|
|
$
|
1,565
|
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted-average shares outstanding
|
272.4
|
|
|
299.8
|
|
|
277.0
|
|
|
306.8
|
|
||||
Effect of employee stock awards
|
1.2
|
|
|
0.8
|
|
|
1.0
|
|
|
0.8
|
|
||||
Diluted weighted-average shares outstanding
|
273.6
|
|
|
300.6
|
|
|
278.0
|
|
|
307.6
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings per share, basic
|
$
|
3.07
|
|
|
$
|
2.15
|
|
|
$
|
6.02
|
|
|
$
|
5.10
|
|
Earnings per share, diluted
|
$
|
3.06
|
|
|
$
|
2.15
|
|
|
$
|
5.99
|
|
|
$
|
5.09
|
|
UAL
|
|
Pension and Other Postretirement Liabilities
|
|
Investments and Other
|
|
Income Taxes
|
|
Total
|
|||||||||
Balance at June 30, 2018
|
|
$
|
(1,048
|
)
|
|
$
|
(2
|
)
|
|
$
|
(52
|
)
|
|
$
|
(1,102
|
)
|
|
Changes in value
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Amounts reclassified to earnings
|
|
15
|
|
|
—
|
|
|
(3
|
)
|
|
12
|
|
|||||
Net change
|
|
15
|
|
|
1
|
|
|
(3
|
)
|
|
13
|
|
|||||
Balance at September 30, 2018
|
|
$
|
(1,033
|
)
|
|
$
|
(1
|
)
|
|
$
|
(55
|
)
|
|
$
|
(1,089
|
)
|
|
Balance at December 31, 2017
|
|
$
|
(1,102
|
)
|
|
$
|
(6
|
)
|
|
$
|
(39
|
)
|
|
$
|
(1,147
|
)
|
|
Changes in value
|
|
24
|
|
|
(2
|
)
|
|
(6
|
)
|
|
16
|
|
|||||
Amounts reclassified to earnings
|
|
45
|
|
|
—
|
|
|
(10
|
)
|
|
35
|
|
|||||
Amounts reclassified to retained earnings
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|||||
Net change
|
|
69
|
|
|
5
|
|
|
(16
|
)
|
|
58
|
|
|||||
Balance at September 30, 2018
|
|
$
|
(1,033
|
)
|
|
$
|
(1
|
)
|
|
$
|
(55
|
)
|
|
$
|
(1,089
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at June 30, 2017
|
|
$
|
(860
|
)
|
|
$
|
(16
|
)
|
|
$
|
32
|
|
|
$
|
(844
|
)
|
|
Changes in value
|
|
(9
|
)
|
|
26
|
|
|
(6
|
)
|
|
11
|
|
|||||
Amounts reclassified to earnings
|
|
14
|
|
|
—
|
|
|
(5
|
)
|
|
9
|
|
|||||
Net change
|
|
5
|
|
|
26
|
|
|
(11
|
)
|
|
20
|
|
|||||
Balance at September 30, 2017
|
|
$
|
(855
|
)
|
|
$
|
10
|
|
|
$
|
21
|
|
|
$
|
(824
|
)
|
|
Balance at December 31, 2016
|
|
$
|
(854
|
)
|
|
$
|
(1
|
)
|
|
$
|
26
|
|
|
$
|
(829
|
)
|
|
Changes in value
|
|
(42
|
)
|
|
9
|
|
|
12
|
|
|
(21
|
)
|
|||||
Amounts reclassified to earnings
|
|
41
|
|
|
2
|
|
|
(17
|
)
|
|
26
|
|
|||||
Net change
|
|
(1
|
)
|
|
11
|
|
|
(5
|
)
|
|
5
|
|
|||||
Balance at September 30, 2017
|
|
$
|
(855
|
)
|
|
$
|
10
|
|
|
$
|
21
|
|
|
$
|
(824
|
)
|
Details for AOCI Components Reclassified to Income
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
|
Affected Line Item
in the Statements of
Consolidated Operations
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
|
||||||||
Pension and other postretirement liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||
Amortization of unrecognized losses and prior service cost
(a)
|
|
$
|
15
|
|
|
$
|
14
|
|
|
$
|
45
|
|
|
$
|
41
|
|
|
Miscellaneous, net
|
Investments and Other
|
|
|
|
|
|
|
|
|
|
|
||||||||
Reclassifications of losses into earnings related to fuel derivative contracts
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
Aircraft fuel
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
|
Affected Line Item
in the Statements of Consolidated Operations |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
|
||||||||
Service cost
|
|
$
|
57
|
|
|
$
|
48
|
|
|
$
|
3
|
|
|
$
|
4
|
|
|
Salaries and related costs
|
Interest cost
|
|
54
|
|
|
55
|
|
|
16
|
|
|
16
|
|
|
Miscellaneous, net
|
||||
Expected return on plan assets
|
|
(73
|
)
|
|
(61
|
)
|
|
(1
|
)
|
|
—
|
|
|
Miscellaneous, net
|
||||
Amortization of unrecognized (gain) loss and prior service cost (credit)
|
|
32
|
|
|
32
|
|
|
(17
|
)
|
|
(18
|
)
|
|
Miscellaneous, net
|
||||
Settlement loss
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
Miscellaneous, net
|
||||
Total
|
|
$
|
70
|
|
|
$
|
77
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
|
Affected Line Item
in the Statements of Consolidated Operations |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
|
||||||||
Service cost
|
|
$
|
171
|
|
|
$
|
146
|
|
|
$
|
9
|
|
|
$
|
10
|
|
|
Salaries and related costs
|
Interest cost
|
|
162
|
|
|
165
|
|
|
46
|
|
|
50
|
|
|
Miscellaneous, net
|
||||
Expected return on plan assets
|
|
(219
|
)
|
|
(182
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
Miscellaneous, net
|
||||
Amortization of unrecognized (gain) loss and prior service cost (credit)
|
|
97
|
|
|
95
|
|
|
(52
|
)
|
|
(54
|
)
|
|
Miscellaneous, net
|
||||
Settlement loss
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
Miscellaneous, net
|
||||
Total
|
|
$
|
211
|
|
|
$
|
229
|
|
|
$
|
2
|
|
|
$
|
5
|
|
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Share-based compensation expense
|
$
|
29
|
|
|
$
|
10
|
|
|
$
|
73
|
|
|
$
|
66
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
September 30, 2018
|
|
December 31, 2017
|
|
|
|
|
||||||||
Unrecognized share-based compensation
|
$
|
69
|
|
|
$
|
53
|
|
|
|
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||||||||||||||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||
Cash and cash equivalents
|
$
|
2,621
|
|
|
$
|
2,621
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,482
|
|
|
$
|
1,482
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Corporate debt
|
1,013
|
|
|
—
|
|
|
1,013
|
|
|
—
|
|
|
958
|
|
|
—
|
|
|
958
|
|
|
—
|
|
||||||||
Asset-backed securities
|
822
|
|
|
—
|
|
|
822
|
|
|
—
|
|
|
753
|
|
|
—
|
|
|
753
|
|
|
—
|
|
||||||||
U.S. government and agency notes
|
106
|
|
|
—
|
|
|
106
|
|
|
—
|
|
|
113
|
|
|
—
|
|
|
113
|
|
|
—
|
|
||||||||
Certificates of deposit placed through an account registry service ("CDARS")
|
49
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|
120
|
|
|
—
|
|
|
120
|
|
|
—
|
|
||||||||
Other fixed-income securities
|
137
|
|
|
—
|
|
|
137
|
|
|
—
|
|
|
188
|
|
|
—
|
|
|
188
|
|
|
—
|
|
||||||||
Other investments measured at net asset value ("NAV")
|
187
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
184
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Restricted cash
|
105
|
|
|
105
|
|
|
—
|
|
|
—
|
|
|
109
|
|
|
109
|
|
|
—
|
|
|
—
|
|
||||||||
Long-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Equity securities
|
160
|
|
|
160
|
|
|
—
|
|
|
—
|
|
|
99
|
|
|
99
|
|
|
—
|
|
|
—
|
|
||||||||
Enhanced equipment trust certificates ("EETC")
|
18
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
22
|
|
Description
|
|
Fair Value Methodology
|
Cash and cash equivalents
|
|
The carrying amounts approximate fair value because of the short-term maturity of these assets.
|
|
|
|
Short-term investments,
Equity securities, EETC and
Restricted cash
|
|
Fair value is based on (a) the trading prices of the investment or similar instruments, (b) an income approach, which uses valuation techniques to convert future amounts into a single present amount based on current market expectations about those future amounts when observable trading prices are not available, or (c) broker quotes obtained by third-party valuation services.
|
|
|
|
Other investments measured at NAV
|
|
In accordance with the relevant accounting standards, certain investments that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in the table above are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statement of financial position. The investments measured using NAV are shares of mutual funds that invest in fixed-income instruments including bonds, debt securities, and other similar instruments issued by various U.S. and non-U.S. public- or private-sector entities. The Company can redeem its shares at any time at NAV subject to a three-day settlement period.
|
|
|
|
Long-term debt
|
|
Fair values were based on either market prices or the discounted amount of future cash flows using our current incremental rate of borrowing for similar liabilities.
|
Aircraft Type
|
|
Number of Firm
Commitments (a) |
|
Airbus A350
|
|
45
|
|
Boeing 737 MAX
|
|
154
|
|
Boeing 777-300ER
|
|
1
|
|
Boeing 787
|
|
27
|
|
Embraer E175
|
|
25
|
|
(a) United also has options and purchase rights for additional aircraft.
|
|
|
|
|
Facility and Other Operating Leases
|
||
Last three months of 2018
|
|
$
|
345
|
|
2019
|
|
1,244
|
|
|
2020
|
|
1,338
|
|
|
2021
|
|
1,104
|
|
|
2022
|
|
966
|
|
|
After 2022
|
|
7,934
|
|
|
|
|
$
|
12,931
|
|
EETC Date
|
|
Class
|
|
Principal
|
|
Final expected distribution date
|
|
Stated interest rate
|
|
Total proceeds received
from issuance of debt
during 2018 and
recorded as debt as of
September 30, 2018
|
||||
February 2018
|
|
AA
|
|
$
|
677
|
|
|
March 2030
|
|
3.50%
|
|
$
|
677
|
|
February 2018
|
|
A
|
|
258
|
|
|
March 2030
|
|
3.70%
|
|
258
|
|
||
May 2018
|
|
B
|
|
226
|
|
|
March 2026
|
|
4.60%
|
|
226
|
|
||
|
|
|
|
$
|
1,161
|
|
|
|
|
|
|
$
|
1,161
|
|
Last three months of 2018
|
|
$
|
208
|
|
2019
|
|
1,205
|
|
|
2020
|
|
1,242
|
|
|
2021
|
|
1,230
|
|
|
2022
|
|
1,565
|
|
|
After 2022
|
|
7,838
|
|
|
|
|
$
|
13,288
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
Operating:
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Impairment of assets
|
$
|
11
|
|
|
$
|
15
|
|
|
$
|
145
|
|
|
$
|
15
|
|
Severance and benefit costs
|
9
|
|
|
23
|
|
|
34
|
|
|
101
|
|
||||
(Gains) losses on sale of assets and other special charges
|
(3
|
)
|
|
12
|
|
|
7
|
|
|
29
|
|
||||
Total special charges
|
17
|
|
|
50
|
|
|
186
|
|
|
145
|
|
||||
Nonoperating mark-to-market ("MTM") (gains) losses on equity investments
|
(29
|
)
|
|
—
|
|
|
61
|
|
|
—
|
|
||||
Total special charges and MTM (gains) losses on equity investments
|
(12
|
)
|
|
50
|
|
|
247
|
|
|
145
|
|
||||
Income tax expense (benefit)
|
3
|
|
|
(18
|
)
|
|
(55
|
)
|
|
(52
|
)
|
||||
Total special charges and MTM (gains) losses on equity investments, net of tax
|
$
|
(9
|
)
|
|
$
|
32
|
|
|
$
|
192
|
|
|
$
|
93
|
|
|
Severance and Benefits
|
|
Permanently Grounded Aircraft
|
||||
Balance at December 31, 2017
|
$
|
37
|
|
|
$
|
22
|
|
Accrual
|
34
|
|
|
—
|
|
||
Payments
|
(42
|
)
|
|
(2
|
)
|
||
Balance at September 30, 2018
|
$
|
29
|
|
|
$
|
20
|
|
|
Severance and Benefits
|
|
Permanently Grounded Aircraft
|
||||
Balance at December 31, 2016
|
$
|
14
|
|
|
$
|
41
|
|
Accrual
|
101
|
|
|
—
|
|
||
Payments
|
(84
|
)
|
|
(13
|
)
|
||
Balance at September 30, 2017
|
$
|
31
|
|
|
$
|
28
|
|
•
|
Third
quarter
2018
net income was
$836 million
, or
$3.06
diluted earnings per share, as compared to net income of
$645 million
, or diluted earnings per share of
$2.15
, in the
third
quarter of
2017
.
|
•
|
Passenger revenue increased
11.6%
to
$10.1 billion
during the
third
quarter of
2018
as compared to the
third
quarter of
2017
.
|
•
|
Third
quarter
2018
aircraft fuel cost increased $
763 million
,
42.2%
year-over-year.
|
•
|
Consolidated traffic increased
7.2%
and consolidated capacity increased
5.1%
during the third quarter of 2018 as compared to the third quarter of 2017. The Company's load factor for the third quarter of 2018 was
86.0%
.
|
|
|
2018
|
|
2017
|
|
Increase (Decrease)
|
|
% Change
|
|||||||
Operating revenue
|
|
$
|
11,003
|
|
|
$
|
9,899
|
|
|
$
|
1,104
|
|
|
11.2
|
|
Operating expense
|
|
9,800
|
|
|
8,761
|
|
|
1,039
|
|
|
11.9
|
|
|||
Operating income
|
|
1,203
|
|
|
1,138
|
|
|
65
|
|
|
5.7
|
|
|||
Nonoperating income (expense)
|
|
(142
|
)
|
|
(145
|
)
|
|
(3
|
)
|
|
(2.1
|
)
|
|||
Income tax expense
|
|
225
|
|
|
348
|
|
|
(123
|
)
|
|
(35.3
|
)
|
|||
Net income
|
|
$
|
836
|
|
|
$
|
645
|
|
|
$
|
191
|
|
|
29.6
|
|
|
2018
|
|
2017
|
|
Increase (Decrease)
|
|
% Change
|
||||||
Passenger revenue
|
$
|
10,120
|
|
|
$
|
9,069
|
|
|
$
|
1,051
|
|
|
11.6
|
Cargo
|
296
|
|
|
279
|
|
|
17
|
|
|
6.1
|
|||
Other operating revenue
|
587
|
|
|
551
|
|
|
36
|
|
|
6.5
|
|||
Total operating revenue
|
$
|
11,003
|
|
|
$
|
9,899
|
|
|
$
|
1,104
|
|
|
11.2
|
|
Domestic
|
|
Atlantic
|
|
Pacific
|
|
Latin
|
|
Consolidated
|
||||||||||
Increase (decrease) from 2017:
|
|
|
|
|
|
|
|
|
|
||||||||||
Passenger revenue (in millions)
|
$
|
810
|
|
|
$
|
209
|
|
|
$
|
38
|
|
|
$
|
(6
|
)
|
|
$
|
1,051
|
|
Passenger revenue
|
14.9
|
%
|
|
12.1
|
%
|
|
3.4
|
%
|
|
(0.8
|
)%
|
|
11.6
|
%
|
|||||
Average fare per passenger
|
3.5
|
%
|
|
1.7
|
%
|
|
12.2
|
%
|
|
1.5
|
%
|
|
2.3
|
%
|
|||||
Yield
|
5.0
|
%
|
|
1.3
|
%
|
|
5.1
|
%
|
|
(1.2
|
)%
|
|
4.1
|
%
|
|||||
PRASM
|
6.7
|
%
|
|
7.1
|
%
|
|
5.3
|
%
|
|
(3.4
|
)%
|
|
6.1
|
%
|
|||||
Passengers
|
11.0
|
%
|
|
10.3
|
%
|
|
(7.9
|
)%
|
|
(2.2
|
)%
|
|
9.1
|
%
|
|||||
RPMs (traffic)
|
9.4
|
%
|
|
10.7
|
%
|
|
(1.6
|
)%
|
|
0.4
|
%
|
|
7.2
|
%
|
|||||
ASMs (capacity)
|
7.6
|
%
|
|
4.7
|
%
|
|
(1.9
|
)%
|
|
2.7
|
%
|
|
5.1
|
%
|
|||||
Passenger load factor (points)
|
1.4
|
|
|
4.7
|
|
|
0.3
|
|
|
(1.9
|
)
|
|
1.6
|
|
|
2018
|
|
2017
|
|
Increase (Decrease)
|
|
% Change
|
|||||||
Salaries and related costs
|
$
|
2,930
|
|
|
$
|
2,785
|
|
|
$
|
145
|
|
|
5.2
|
|
Aircraft fuel
|
2,572
|
|
|
1,809
|
|
|
763
|
|
|
42.2
|
|
|||
Regional capacity purchase
|
663
|
|
|
567
|
|
|
96
|
|
|
16.9
|
|
|||
Landing fees and other rent
|
596
|
|
|
585
|
|
|
11
|
|
|
1.9
|
|
|||
Depreciation and amortization
|
564
|
|
|
556
|
|
|
8
|
|
|
1.4
|
|
|||
Aircraft maintenance materials and outside repairs
|
455
|
|
|
451
|
|
|
4
|
|
|
0.9
|
|
|||
Distribution expenses
|
427
|
|
|
377
|
|
|
50
|
|
|
13.3
|
|
|||
Aircraft rent
|
109
|
|
|
145
|
|
|
(36
|
)
|
|
(24.8
|
)
|
|||
Special charges
|
17
|
|
|
50
|
|
|
(33
|
)
|
|
NM
|
|
|||
Other operating expenses
|
1,467
|
|
|
1,436
|
|
|
31
|
|
|
2.2
|
|
|||
Total operating expenses
|
$
|
9,800
|
|
|
$
|
8,761
|
|
|
$
|
1,039
|
|
|
11.9
|
|
|
2018
|
|
2017
|
||||
Impairment of assets
|
$
|
11
|
|
|
$
|
15
|
|
Severance and benefit costs
|
9
|
|
|
23
|
|
||
(Gains) losses on sale of assets and other special charges
|
(3
|
)
|
|
12
|
|
||
Special charges
|
$
|
17
|
|
|
$
|
50
|
|
|
2018
|
|
2017
|
|
Increase (Decrease)
|
|
% Change
|
|||||||
Interest expense
|
$
|
(187
|
)
|
|
$
|
(169
|
)
|
|
$
|
18
|
|
|
10.7
|
|
Interest capitalized
|
18
|
|
|
20
|
|
|
(2
|
)
|
|
(10.0
|
)
|
|||
Interest income
|
28
|
|
|
17
|
|
|
11
|
|
|
64.7
|
|
|||
Miscellaneous, net
|
(1
|
)
|
|
(13
|
)
|
|
(12
|
)
|
|
(92.3
|
)
|
|||
Total
|
$
|
(142
|
)
|
|
$
|
(145
|
)
|
|
$
|
(3
|
)
|
|
(2.1
|
)
|
|
|
2018
|
|
2017
|
|
Increase (Decrease)
|
|
% Change
|
|||||||
Operating revenue
|
|
$
|
30,812
|
|
|
$
|
28,333
|
|
|
$
|
2,479
|
|
|
8.7
|
|
Operating expense
|
|
28,172
|
|
|
25,438
|
|
|
2,734
|
|
|
10.7
|
|
|||
Operating income
|
|
2,640
|
|
|
2,895
|
|
|
(255
|
)
|
|
(8.8
|
)
|
|||
Nonoperating income (expense)
|
|
(538
|
)
|
|
(475
|
)
|
|
63
|
|
|
13.3
|
|
|||
Income tax expense
|
|
435
|
|
|
855
|
|
|
(420
|
)
|
|
(49.1
|
)
|
|||
Net income
|
|
$
|
1,667
|
|
|
$
|
1,565
|
|
|
$
|
102
|
|
|
6.5
|
|
|
2018
|
|
2017
|
|
Increase (Decrease)
|
|
% Change
|
||||||
Passenger revenue
|
$
|
28,150
|
|
|
$
|
25,873
|
|
|
$
|
2,277
|
|
|
8.8
|
Cargo
|
903
|
|
|
790
|
|
|
113
|
|
|
14.3
|
|||
Other operating revenue
|
1,759
|
|
|
1,670
|
|
|
89
|
|
|
5.3
|
|||
Total operating revenue
|
$
|
30,812
|
|
|
$
|
28,333
|
|
|
$
|
2,479
|
|
|
8.7
|
|
Domestic
|
|
Atlantic
|
|
Pacific
|
|
Latin
|
|
Consolidated
|
||||||||||
Increase (decrease) from 2017:
|
|
|
|
|
|
|
|
|
|
||||||||||
Passenger revenue (in millions)
|
$
|
1,651
|
|
|
$
|
553
|
|
|
$
|
93
|
|
|
$
|
(20
|
)
|
|
$
|
2,277
|
|
Passenger revenue
|
10.5
|
%
|
|
12.4
|
%
|
|
2.9
|
%
|
|
(0.8
|
)%
|
|
8.8
|
%
|
|||||
Average fare per passenger
|
1.7
|
%
|
|
1.5
|
%
|
|
10.0
|
%
|
|
2.5
|
%
|
|
1.6
|
%
|
|||||
Yield
|
2.9
|
%
|
|
1.1
|
%
|
|
2.5
|
%
|
|
(0.8
|
)%
|
|
2.5
|
%
|
|||||
PRASM
|
3.4
|
%
|
|
7.8
|
%
|
|
2.5
|
%
|
|
(0.3
|
)%
|
|
4.0
|
%
|
|||||
Passengers
|
8.6
|
%
|
|
10.7
|
%
|
|
(6.5
|
)%
|
|
(3.2
|
)%
|
|
7.0
|
%
|
|||||
RPMs (traffic)
|
7.4
|
%
|
|
11.2
|
%
|
|
0.3
|
%
|
|
—
|
%
|
|
6.2
|
%
|
|||||
ASMs (capacity)
|
6.8
|
%
|
|
4.3
|
%
|
|
0.4
|
%
|
|
(0.5
|
)%
|
|
4.6
|
%
|
|||||
Passenger load factor (points)
|
0.5
|
|
|
5.0
|
|
|
(0.1
|
)
|
|
0.4
|
|
|
1.3
|
|
|
2018
|
|
2017
|
|
Increase (Decrease)
|
|
% Change
|
|||||||
Salaries and related costs
|
$
|
8,534
|
|
|
$
|
8,263
|
|
|
$
|
271
|
|
|
3.3
|
|
Aircraft fuel
|
6,927
|
|
|
5,038
|
|
|
1,889
|
|
|
37.5
|
|
|||
Regional capacity purchase
|
1,963
|
|
|
1,652
|
|
|
311
|
|
|
18.8
|
|
|||
Landing fees and other rent
|
1,757
|
|
|
1,670
|
|
|
87
|
|
|
5.2
|
|
|||
Depreciation and amortization
|
1,662
|
|
|
1,610
|
|
|
52
|
|
|
3.2
|
|
|||
Aircraft maintenance materials and outside repairs
|
1,333
|
|
|
1,377
|
|
|
(44
|
)
|
|
(3.2
|
)
|
|||
Distribution expenses
|
1,162
|
|
|
1,081
|
|
|
81
|
|
|
7.5
|
|
|||
Aircraft rent
|
355
|
|
|
476
|
|
|
(121
|
)
|
|
(25.4
|
)
|
|||
Special charges
|
186
|
|
|
145
|
|
|
41
|
|
|
NM
|
|
|||
Other operating expenses
|
4,293
|
|
|
4,126
|
|
|
167
|
|
|
4.0
|
|
|||
Total operating expenses
|
$
|
28,172
|
|
|
$
|
25,438
|
|
|
$
|
2,734
|
|
|
10.7
|
|
|
2018
|
|
2017
|
||||
Impairment of assets
|
$
|
145
|
|
|
$
|
15
|
|
Severance and benefit costs
|
34
|
|
|
101
|
|
||
(Gains) losses on sale of assets and other special charges
|
7
|
|
|
29
|
|
||
Special charges
|
$
|
186
|
|
|
$
|
145
|
|
|
2018
|
|
2017
|
|
Increase (Decrease)
|
|
% Change
|
|||||||
Interest expense
|
$
|
(540
|
)
|
|
$
|
(498
|
)
|
|
$
|
42
|
|
|
8.4
|
|
Interest capitalized
|
51
|
|
|
64
|
|
|
(13
|
)
|
|
(20.3
|
)
|
|||
Interest income
|
70
|
|
|
41
|
|
|
29
|
|
|
70.7
|
|
|||
Miscellaneous, net
|
(119
|
)
|
|
(82
|
)
|
|
37
|
|
|
45.1
|
|
|||
Total
|
$
|
(538
|
)
|
|
$
|
(475
|
)
|
|
$
|
63
|
|
|
13.3
|
|
Period
|
|
Total number of shares purchased
(a)(b)
|
|
Average price paid per share
(b)(c)
|
|
Total number of shares purchased as part of publicly announced plans or programs
(a)
|
|
Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions)
(a)
|
||||||
July 2018
|
|
479,289
|
|
|
$
|
70.94
|
|
|
479,289
|
|
|
$
|
1,990
|
|
August 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,990
|
|
||
September 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,990
|
|
||
Total
|
|
479,289
|
|
|
|
|
479,289
|
|
|
|
Exhibit No.
|
Registrant
|
Exhibit
|
|
|
|
|
|
10.1^
|
UAL
United
|
||
|
|
|
|
12.1
|
UAL
|
||
|
|
|
|
12.2
|
United
|
||
|
|
|
|
31.1
|
UAL
|
||
|
|
|
|
31.2
|
UAL
|
||
|
|
|
|
31.3
|
United
|
||
|
|
|
|
31.4
|
United
|
||
|
|
|
|
32.1
|
UAL
|
||
|
|
|
|
32.2
|
United
|
||
|
|
|
|
101.1
|
UAL
United
|
XBRL Instance Document
|
|
|
|
|
|
101.2
|
UAL
United
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
101.3
|
UAL
United
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
101.4
|
UAL
United
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
101.5
|
UAL
United
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
|
|
|
|
101.6
|
UAL
United
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
United Continental Holdings, Inc.
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
Date:
|
October 17, 2018
|
|
By:
|
/s/ Gerald Laderman
|
|
|
|
|
Gerald Laderman
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
||
Date:
|
October 17, 2018
|
|
By:
|
/s/ Chris Kenny
|
|
|
|
|
Chris Kenny
Vice President and Controller
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United Airlines, Inc.
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
Date:
|
October 17, 2018
|
|
By:
|
/s/ Gerald Laderman
|
|
|
|
|
Gerald Laderman
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
|
|
|
|
|
Date:
|
October 17, 2018
|
|
By:
|
/s/ Chris Kenny
|
|
|
|
|
Chris Kenny
Vice President and Controller
(Principal Accounting Officer)
|
|
|
Exhibit 10.1
|
UAL-PA-03776
|
|
SA-11, Page
1
|
BOEING / UNITED AIRLINES, INC. PROPRIETARY
|
UAL-PA-03776
|
|
SA-11, Page
2
|
BOEING / UNITED AIRLINES, INC. PROPRIETARY
|
THE BOEING COMPANY
|
|
UNITED AIRLINES, INC.
|
/s/ Irma L. Krueger
|
|
/s/ Gerald Laderman
|
Signature
|
|
Signature
|
|
|
|
Irma L. Krueger
|
|
Gerald Laderman
|
Printed Name
|
|
Printed Name
|
|
|
|
Attorney-in-Fact
|
|
Executive Vice President and
Chief Financial Officer
|
Title
|
|
Title
|
UAL-PA-03776
|
|
SA-11, Page
3
|
BOEING / UNITED AIRLINES, INC. PROPRIETARY
|
ARTICLES
|
SA
NUMBER
|
|
Article 1.
|
Quantity, Model and Description
|
|
Article 2.
|
Delivery Schedule
|
|
Article 3.
|
Price
|
|
Article 4.
|
Payment
|
|
Article 5.
|
Additional Terms
|
|
TABLE
|
|
|
1.
|
737-*** Aircraft Delivery, Description, Price and ***
|
SA-9
|
1.1
|
*** 737-*** Aircraft Delivery, Description, Price and ***
|
SA-10
|
1A.
|
737-*** Aircraft Delivery, Description, Price and ***
|
SA-11
|
EXHIBITS
|
|
|
A-1
|
737-*** & *** 737-***Aircraft Configuration
|
SA-8
|
A-2
|
737-*** Aircraft Configuration
|
|
A-3
|
737-*** Aircraft Configuration
|
|
A-4
|
737-*** Aircraft Configuration
|
SA-9
|
B.
|
Aircraft Delivery Requirements and Responsibilities
|
|
SUPPLEMENTAL EXHIBITS
|
|
|
AE1.
|
***Adjustment/Airframe and ***
|
|
AE2.
|
***Adjustment/Airframe and *** for the 737-*** Aircraft
|
SA-9
|
BFE1.
|
BFE Variables 737-*** Aircraft-
|
SA-7
|
BFE2.
|
BFE Variables 737-*** Aircraft
|
SA-9
|
CS1.
|
Customer Support Variables
|
SA-9
|
EE1.
|
Engine Warranty and ***
|
|
SLP1.
|
Service Life Policy Components
|
|
UAL-PA-03776
|
TABLE OF CONTENTS
|
SA-11, Page
1
of 3
|
BOEING / UNITED AIRLINES, INC. PROPRIETARY
|
TABLE OF CONTENTS, CONTINUED
|
|
|
LETTER AGREEMENTS
|
SA
NUMBER
|
|
UAL-PA-03776-LA-1207637R1
|
*** Matters
|
SA-8
|
UAL-PA-03776-LA-1207638R2
|
***
|
SA-10
|
UAL-PA-03776-LA-1207640
|
Demonstration Flight Waiver
|
|
UAL-PA-03776-LA-1207643R1
|
Open Matters 737-*** Aircraft
|
SA-9
|
UAL-PA-03776-LA-1207644R2
|
*** Aircraft
|
SA-10
|
|
*** Aircraft - Attachment A
|
SA-10
|
UAL-PA-03776-LA-1207646R2
|
Promotional Support
|
SA-10
|
UAL-PA-03776-LA-1207647
|
Seller Purchased Equipment
|
|
UAL-PA-03776-LA-1207649
|
Spare Parts Initial Provisioning
|
|
UAL-PA-03776-LA-1207650R4
|
Special Matters
|
SA-10
|
UAL-PA-03776-LA-1208055R1
|
***
|
SA-7
|
UAL-PA-03776-LA-1208122
|
***
|
SA-10
|
UAL-PA-03776-LA-1208123R1
|
*** Matters for 737-*** Aircraft
|
SA-9
|
UAL-PA-03776-LA-1208157R2
|
***
|
SA-9
|
UAL-PA-03776-LA-1208234
|
Privileged and Confidential Matters
|
|
UAL-PA-03776-LA-1208596R1
|
AGTA Matters
|
SA-10
|
UAL-PA-03776-LA-1208238
|
Assignment Matters
|
|
UAL-PA-03776-LA-1208869
|
Delivery *** Matters
|
|
UAL-PA-03784-LA-1207869
|
737 Production Adjustments
|
|
UAL-PA-03776-LA-1606848R2
|
*** Special *** Aircraft
|
SA-9
|
UAL-PA-03776-LA-1703685
|
737-*** Aircraft ***
|
SA-9
|
UAL-PA-03776-LA-1703743
|
2017 ***
|
SA-9
|
UAL-PA-03776-LA-1703858R1
|
*** Program for the 737-*** Aircraft
|
SA-10
|
|
*** Commitment for the 737‑*** Aircraft
|
§5.1.2 of SA‑9
|
UAL-PA-3776-LA-1801367
|
Loading of Customer Software
|
SA-10
|
UAL-PA-3776-LA-1801619
|
Installation of Cabin Systems Equipment
|
SA-10
|
UAL-PA-3776-LA-1807469
|
*** From *** for 737-*** Aircraft
|
SA-11
|
UAL-PA-03776
|
TABLE OF CONTENTS
|
SA-11, Page
2
of 3
|
BOEING / UNITED AIRLINES, INC. PROPRIETARY
|
SUPPLEMENTAL AGREEMENTS
|
DATED AS OF
|
Supplemental Agreement No. 1
|
June 17, 2013
|
Supplemental Agreement No. 2
|
January 14, 2015
|
Supplemental Agreement No. 3
|
May 26, 2015
|
Supplemental Agreement No. 4
|
June 12, 2015
|
Supplemental Agreement No. 5
|
January 20, 2016
|
Supplemental Agreement No. 6
|
February 8, 2016
|
Supplemental Agreement No. 7
|
December 27, 2016
|
Supplemental Agreement No. 8
|
June 7, 2017
|
Supplemental Agreement No. 9
|
June 15, 2017
|
Supplemental Agreement No. 10
|
May 15, 2018
|
Supplemental Agreement No. 11
|
September 25, 2018
|
UAL-PA-03776
|
TABLE OF CONTENTS
|
SA-11, Page
3
of 3
|
BOEING / UNITED AIRLINES, INC. PROPRIETARY
|
Airframe Model/MTOW:
|
737-***
|
**** pounds
|
|
|
Detail Specification:
|
|
***
|
|
||
Engine Model/Thrust:
|
***
|
**** pounds
|
|
|
Airframe Price Base Year/*** Formula:
|
***
|
***
|
|||
Airframe Price:
|
|
$***
|
|
|
Engine Price Base Year/*** Formula:
|
***
|
***
|
|||
*** Features:
|
|
$***
|
|
|
|
|
|
|
|
|
Sub-Total of Airframe and Features:
|
$***
|
|
|
Airframe *** Data:
|
|
|
|
|||
Engine Price (Per Aircraft):
|
|
$***
|
|
|
Base Year Index (ECI):
|
|
***
|
|
||
Aircraft Basic Price (Excluding BFE/SPE):
|
$***
|
|
|
Base Year Index (CPI):
|
|
***
|
|
|||
Buyer Furnished Equipment (BFE) Estimate:
|
$***
|
|
|
|
|
|
|
|
||
Seller Purchased Equipment (SPE) Estimate:
|
$***
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
Deposit per Aircraft:
|
|
$***
|
|
|
|
|
|
|
|
# of Aircraft
|
Delivery Date
|
|
***
|
Manufacturer Serial Number
|
Actual or Nominal Delivery ****
|
*** Estimate
|
*** Per Aircraft (Amts. Due/*** Prior to Delivery):
|
|
||
Number of
|
Factor
|
*** Base
|
***
|
***
|
***
|
***
|
||||
Aircraft
|
(Airframe)
|
Price Per A/P
|
***
|
***
|
***
|
***
|
||||
***
|
***
|
***
|
***
|
***
|
***
|
$***
|
$***
|
$***
|
$***
|
$***
|
|
Total:
|
***
|
|
|
|
|
|
|
|
|
|
* Nominal delivery *** pursuant to Letter Agreement number UAL-PA-03776-LA-1207643 entitled
"Open Matters 737-*** Aircraft"
, including successors thereof.
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Note: Serial Numbers are provided as guidance only and are subject to change.
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
***
|
|
|
|
|
|
|
|
|
|
UAL-PA-03776 APR: 105568.TXT
|
BOEING / UNITED AIRLINES, INC. PROPRIETARY
|
Table 1A per SA-11, Page 1
|
|
|
The Boeing Company
P.O. Box 3707
Seattle, WA 98124‑2207
|
Subject:
|
*** from *** for 737-*** Aircraft
|
2)
|
Letter Agreement UAL-PA-03776-LA-1801473 entitled “737-*** Aircraft (
737-*** Aircraft
) ***” (
***
)
|
1.
|
Rights and Obligations in the Event of a ***
.
|
UAL-PA-03776-LA-1807469
*** from ***
|
|
SA-11
Page
1
|
BOEING / UNITED AIRLINES, INC. PROPRIETARY
|
UAL-PA-03776-LA-1807469
*** from ***
|
|
SA-11
Page
2
|
BOEING / UNITED AIRLINES, INC. PROPRIETARY
|
UAL-PA-03776-LA-1807469
*** from ***
|
|
SA-11
Page
3
|
BOEING / UNITED AIRLINES, INC. PROPRIETARY
|
UAL-PA-03776-LA-1807469
*** from ***
|
|
SA-11
Page
4
|
BOEING / UNITED AIRLINES, INC. PROPRIETARY
|
(In millions, except ratios)
|
|
Nine Months Ended
September 30, 2018 |
|
2017 (a)
|
|
2016 (a)
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings before income taxes
|
|
$
|
2,102
|
|
|
$
|
3,040
|
|
|
$
|
3,773
|
|
|
$
|
4,219
|
|
|
$
|
1,128
|
|
|
$
|
539
|
|
Add (deduct):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed charges, from below
|
|
1,056
|
|
|
1,417
|
|
|
1,430
|
|
|
1,428
|
|
|
1,648
|
|
|
1,629
|
|
||||||
Amortization of capitalized interest
|
|
8
|
|
|
9
|
|
|
11
|
|
|
12
|
|
|
12
|
|
|
11
|
|
||||||
Distributed earnings of affiliates
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
—
|
|
||||||
Interest capitalized
|
|
(51
|
)
|
|
(84
|
)
|
|
(72
|
)
|
|
(49
|
)
|
|
(52
|
)
|
|
(49
|
)
|
||||||
Equity earnings in affiliates
|
|
(13
|
)
|
|
(4
|
)
|
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
||||||
Earnings as adjusted
|
|
$
|
3,102
|
|
|
$
|
4,378
|
|
|
$
|
5,143
|
|
|
$
|
5,609
|
|
|
$
|
2,736
|
|
|
$
|
2,129
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
|
$
|
540
|
|
|
$
|
671
|
|
|
$
|
674
|
|
|
$
|
669
|
|
|
$
|
735
|
|
|
$
|
783
|
|
Portion of rent expense representative of the interest factor (b)
|
|
516
|
|
|
746
|
|
|
756
|
|
|
759
|
|
|
913
|
|
|
846
|
|
||||||
Fixed charges
|
|
$
|
1,056
|
|
|
$
|
1,417
|
|
|
$
|
1,430
|
|
|
$
|
1,428
|
|
|
$
|
1,648
|
|
|
$
|
1,629
|
|
Ratio of earnings to fixed charges
|
|
2.94
|
|
|
3.09
|
|
|
3.60
|
|
|
3.93
|
|
|
1.66
|
|
|
1.31
|
|
(In millions, except ratios)
|
|
Nine Months Ended
September 30, 2018 |
|
2017 (a)
|
|
2016 (a)
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings before income taxes
|
|
$
|
2,103
|
|
|
$
|
3,042
|
|
|
$
|
3,775
|
|
|
$
|
4,221
|
|
|
$
|
1,110
|
|
|
$
|
637
|
|
Add (deduct):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed charges, from below
|
|
1,056
|
|
|
1,417
|
|
|
1,430
|
|
|
1,429
|
|
|
1,655
|
|
|
1,627
|
|
||||||
Amortization of capitalized interest
|
|
8
|
|
|
9
|
|
|
11
|
|
|
12
|
|
|
12
|
|
|
11
|
|
||||||
Distributed earnings of affiliates
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
—
|
|
||||||
Interest capitalized
|
|
(51
|
)
|
|
(84
|
)
|
|
(72
|
)
|
|
(49
|
)
|
|
(52
|
)
|
|
(49
|
)
|
||||||
Equity earnings in affiliates
|
|
(13
|
)
|
|
(4
|
)
|
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
||||||
Earnings as adjusted
|
|
$
|
3,103
|
|
|
$
|
4,380
|
|
|
$
|
5,145
|
|
|
$
|
5,612
|
|
|
$
|
2,725
|
|
|
$
|
2,225
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
|
$
|
540
|
|
|
$
|
671
|
|
|
$
|
674
|
|
|
$
|
670
|
|
|
$
|
742
|
|
|
$
|
781
|
|
Portion of rent expense representative of the interest factor (b)
|
|
516
|
|
|
746
|
|
|
756
|
|
|
759
|
|
|
913
|
|
|
846
|
|
||||||
Fixed charges
|
|
$
|
1,056
|
|
|
$
|
1,417
|
|
|
$
|
1,430
|
|
|
$
|
1,429
|
|
|
$
|
1,655
|
|
|
$
|
1,627
|
|
Ratio of earnings to fixed charges
|
|
2.94
|
|
|
3.09
|
|
|
3.60
|
|
|
3.93
|
|
|
1.65
|
|
|
1.37
|
|
(1)
|
I have reviewed this quarterly report on Form 10-Q for the quarterly period ended
September 30, 2018
of United Continental Holdings, Inc. (the "Company");
|
(2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
(3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
|
(4)
|
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 control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter (the Company's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and
|
(5)
|
The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report 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/ Oscar Munoz
|
Oscar Munoz
Chief Executive Officer |
|
(1)
|
I have reviewed this quarterly report on Form 10-Q for the quarterly period ended
September 30, 2018
of United Continental Holdings, Inc. (the "Company");
|
(2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
(3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
|
(4)
|
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 control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter (the Company's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and
|
(5)
|
The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report 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/ Gerald Laderman
|
Gerald Laderman
|
Executive Vice President and Chief Financial Officer
|
|
(1)
|
I have reviewed this quarterly report on Form 10-Q for the quarterly period ended
September 30, 2018
of United Airlines, Inc. (the "Company");
|
(2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
(3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
|
(4)
|
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 control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter (the Company's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and
|
(5)
|
The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report 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/ Oscar Munoz
|
Oscar Munoz
Chief Executive Officer |
|
(1)
|
I have reviewed this quarterly report on Form 10-Q for the quarterly period ended
September 30, 2018
of United Airlines, Inc. (the "Company");
|
(2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
(3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
|
(4)
|
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 control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter (the Company's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and
|
(5)
|
The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report 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/ Gerald Laderman
|
Gerald Laderman
|
Executive Vice President and Chief Financial Officer
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of United Continental Holdings, Inc.
|
|
/s/ Oscar Munoz
|
Oscar Munoz
|
Chief Executive Officer
|
|
/s/ Gerald Laderman
|
Gerald Laderman
|
Executive Vice President and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of United Airlines, Inc.
|
|
/s/ Oscar Munoz
|
Oscar Munoz
|
Chief Executive Officer
|
|
/s/ Gerald Laderman
|
Gerald Laderman
|
Executive Vice President and Chief Financial Officer
|