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FORM
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10-Q
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☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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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 Airlines Holdings, Inc.
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Delaware
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36-2675207
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|||||
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233 South Wacker Drive,
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Chicago,
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Illinois
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60606
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(872)
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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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|||||
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233 South Wacker Drive,
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Chicago,
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Illinois
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60606
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(872)
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825-4000
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Securities registered pursuant to Section 12(b) of the Act
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|||||||
Registrant
|
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Title of Each Class
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Trading Symbol
|
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Name on Each Exchange on Which Registered
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United Airlines Holdings, Inc.
|
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Common Stock,
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$0.01 par value
|
|
UAL
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The Nasdaq Stock Market LLC
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United Airlines, Inc.
|
|
None
|
|
|
None
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|
None
|
United Airlines Holdings, Inc.
|
|
Yes
|
☒
|
No
|
☐
|
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United Airlines, Inc.
|
|
Yes
|
☒
|
No
|
☐
|
United Airlines Holdings, Inc.
|
|
Yes
|
☒
|
No
|
☐
|
|
United Airlines, Inc.
|
|
Yes
|
☒
|
No
|
☐
|
United Airlines Holdings, Inc.
|
Large accelerated filer
|
☒
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
Emerging growth company
|
☐
|
United Airlines, Inc.
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☒
|
Smaller reporting company
|
☐
|
Emerging growth company
|
☐
|
United Airlines Holdings, Inc.
|
|
☐
|
United Airlines, Inc.
|
|
☐
|
United Airlines Holdings, Inc.
|
|
Yes
|
☐
|
No
|
☒
|
United Airlines, Inc.
|
|
Yes
|
☐
|
No
|
☒
|
United Airlines Holdings, Inc.
|
|
253,043,650
|
|
shares of common stock ($0.01 par value)
|
United Airlines, Inc.
|
|
1,000
|
|
shares of common stock ($0.01 par value) (100% owned by United Airlines Holdings, Inc.)
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|
Page
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|
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|
|
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|
|
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Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018 (a)
|
|
2019
|
|
2018 (a)
|
||||||||
Operating revenue:
|
|
|
|
|
|
|
|
||||||||
Passenger revenue
|
$
|
10,481
|
|
|
$
|
10,120
|
|
|
$
|
29,692
|
|
|
$
|
28,150
|
|
Cargo
|
282
|
|
|
296
|
|
|
863
|
|
|
903
|
|
||||
Other operating revenue
|
617
|
|
|
587
|
|
|
1,816
|
|
|
1,759
|
|
||||
Total operating revenue
|
11,380
|
|
|
11,003
|
|
|
32,371
|
|
|
30,812
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating expense:
|
|
|
|
|
|
|
|
||||||||
Salaries and related costs
|
3,063
|
|
|
2,930
|
|
|
8,993
|
|
|
8,534
|
|
||||
Aircraft fuel
|
2,296
|
|
|
2,572
|
|
|
6,704
|
|
|
6,927
|
|
||||
Regional capacity purchase
|
721
|
|
|
676
|
|
|
2,124
|
|
|
1,999
|
|
||||
Landing fees and other rent
|
645
|
|
|
618
|
|
|
1,893
|
|
|
1,822
|
|
||||
Depreciation and amortization
|
575
|
|
|
545
|
|
|
1,682
|
|
|
1,607
|
|
||||
Aircraft maintenance materials and outside repairs
|
490
|
|
|
455
|
|
|
1,319
|
|
|
1,333
|
|
||||
Distribution expenses
|
432
|
|
|
427
|
|
|
1,234
|
|
|
1,162
|
|
||||
Aircraft rent
|
67
|
|
|
109
|
|
|
221
|
|
|
355
|
|
||||
Special charges
|
27
|
|
|
17
|
|
|
116
|
|
|
186
|
|
||||
Other operating expenses
|
1,591
|
|
|
1,467
|
|
|
4,645
|
|
|
4,293
|
|
||||
Total operating expenses
|
9,907
|
|
|
9,816
|
|
|
28,931
|
|
|
28,218
|
|
||||
Operating income
|
1,473
|
|
|
1,187
|
|
|
3,440
|
|
|
2,594
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Nonoperating income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(191
|
)
|
|
(172
|
)
|
|
(570
|
)
|
|
(497
|
)
|
||||
Interest capitalized
|
22
|
|
|
16
|
|
|
65
|
|
|
46
|
|
||||
Interest income
|
36
|
|
|
28
|
|
|
103
|
|
|
70
|
|
||||
Miscellaneous, net
|
9
|
|
|
(1
|
)
|
|
32
|
|
|
(118
|
)
|
||||
Total nonoperating expense, net
|
(124
|
)
|
|
(129
|
)
|
|
(370
|
)
|
|
(499
|
)
|
||||
Income before income taxes
|
1,349
|
|
|
1,058
|
|
|
3,070
|
|
|
2,095
|
|
||||
Income tax expense
|
325
|
|
|
225
|
|
|
702
|
|
|
434
|
|
||||
Net income
|
$
|
1,024
|
|
|
$
|
833
|
|
|
$
|
2,368
|
|
|
$
|
1,661
|
|
Earnings per share, basic
|
$
|
4.01
|
|
|
$
|
3.06
|
|
|
$
|
9.07
|
|
|
$
|
6.00
|
|
Earnings per share, diluted
|
$
|
3.99
|
|
|
$
|
3.05
|
|
|
$
|
9.04
|
|
|
$
|
5.98
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018 (a)
|
|
2019
|
|
2018 (a)
|
||||||||
Net income
|
$
|
1,024
|
|
|
$
|
833
|
|
|
$
|
2,368
|
|
|
$
|
1,661
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Employee benefit plans
|
304
|
|
|
12
|
|
|
294
|
|
|
54
|
|
||||
Investments and other
|
(1
|
)
|
|
1
|
|
|
5
|
|
|
(3
|
)
|
||||
Total other comprehensive income (loss), net of tax
|
303
|
|
|
13
|
|
|
299
|
|
|
51
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total comprehensive income, net
|
$
|
1,327
|
|
|
$
|
846
|
|
|
$
|
2,667
|
|
|
$
|
1,712
|
|
|
September 30, 2019
|
|
December 31, 2018 (a)
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2,959
|
|
|
$
|
1,694
|
|
Short-term investments
|
2,167
|
|
|
2,256
|
|
||
Receivables, less allowance for doubtful accounts (2019 — $11; 2018 — $8)
|
1,617
|
|
|
1,426
|
|
||
Aircraft fuel, spare parts and supplies, less obsolescence allowance (2019 — $403; 2018 — $412)
|
1,065
|
|
|
985
|
|
||
Prepaid expenses and other
|
725
|
|
|
733
|
|
||
Total current assets
|
8,533
|
|
|
7,094
|
|
||
Operating property and equipment:
|
|
|
|
||||
Flight equipment
|
34,413
|
|
|
32,599
|
|
||
Other property and equipment
|
7,626
|
|
|
6,889
|
|
||
Purchase deposits for flight equipment
|
1,446
|
|
|
1,177
|
|
||
Total operating property and equipment, at cost
|
43,485
|
|
|
40,665
|
|
||
Less — Accumulated depreciation and amortization
|
(14,153
|
)
|
|
(13,266
|
)
|
||
Total operating property and equipment, net
|
29,332
|
|
|
27,399
|
|
||
|
|
|
|
||||
Operating lease right-of-use assets
|
4,937
|
|
|
5,262
|
|
||
|
|
|
|
||||
Other assets:
|
|
|
|
||||
Goodwill
|
4,523
|
|
|
4,523
|
|
||
Intangibles, less accumulated amortization (2019 — $1,425; 2018 — $1,380)
|
3,114
|
|
|
3,159
|
|
||
Restricted cash
|
100
|
|
|
105
|
|
||
Notes receivable, net
|
529
|
|
|
516
|
|
||
Investments in affiliates and other, net
|
1,131
|
|
|
966
|
|
||
Total other assets
|
9,397
|
|
|
9,269
|
|
||
Total assets
|
$
|
52,199
|
|
|
$
|
49,024
|
|
|
September 30, 2019
|
|
December 31, 2018 (a)
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Advance ticket sales
|
$
|
5,515
|
|
|
$
|
4,381
|
|
Accounts payable
|
2,848
|
|
|
2,363
|
|
||
Frequent flyer deferred revenue
|
2,537
|
|
|
2,286
|
|
||
Accrued salaries and benefits
|
2,104
|
|
|
2,184
|
|
||
Current maturities of long-term debt
|
1,243
|
|
|
1,230
|
|
||
Current maturities of finance leases
|
92
|
|
|
123
|
|
||
Current maturities of operating leases
|
778
|
|
|
719
|
|
||
Other
|
574
|
|
|
553
|
|
||
Total current liabilities
|
15,691
|
|
|
13,839
|
|
||
|
|
|
|
||||
Long-term debt
|
12,900
|
|
|
12,215
|
|
||
Long-term obligations under finance leases
|
186
|
|
|
224
|
|
||
Long-term obligations under operating leases
|
4,941
|
|
|
5,276
|
|
||
|
|
|
|
||||
Other liabilities and deferred credits:
|
|
|
|
||||
Frequent flyer deferred revenue
|
2,682
|
|
|
2,719
|
|
||
Postretirement benefit liability
|
836
|
|
|
1,295
|
|
||
Pension liability
|
1,087
|
|
|
1,576
|
|
||
Deferred income taxes
|
1,594
|
|
|
828
|
|
||
Other
|
981
|
|
|
1,010
|
|
||
Total other liabilities and deferred credits
|
7,180
|
|
|
7,428
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
||||
Preferred stock
|
—
|
|
|
—
|
|
||
Common stock at par, $0.01 par value; authorized 1,000,000,000 shares; outstanding 253,624,406 and 269,914,769 shares at September 30, 2019 and December 31, 2018, respectively
|
3
|
|
|
3
|
|
||
Additional capital invested
|
6,111
|
|
|
6,120
|
|
||
Retained earnings
|
9,075
|
|
|
6,715
|
|
||
Stock held in treasury, at cost
|
(3,384
|
)
|
|
(1,993
|
)
|
||
Accumulated other comprehensive loss
|
(504
|
)
|
|
(803
|
)
|
||
Total stockholders' equity
|
11,301
|
|
|
10,042
|
|
||
Total liabilities and stockholders' equity
|
$
|
52,199
|
|
|
$
|
49,024
|
|
|
Nine Months Ended September 30,
|
||||||
|
2019
|
|
2018 (a)
|
||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net cash provided by operating activities
|
$
|
5,728
|
|
|
$
|
5,035
|
|
|
|
|
|
||||
Cash Flows from Investing Activities:
|
|
|
|
||||
Capital expenditures
|
(3,336
|
)
|
|
(2,496
|
)
|
||
Purchases of short-term and other investments
|
(2,168
|
)
|
|
(1,975
|
)
|
||
Proceeds from sale of short-term and other investments
|
2,282
|
|
|
1,979
|
|
||
Investment in affiliates
|
(36
|
)
|
|
(139
|
)
|
||
Proceeds from sale of property and equipment
|
47
|
|
|
30
|
|
||
Loans made to affiliates
|
(10
|
)
|
|
(10
|
)
|
||
Other, net
|
(10
|
)
|
|
104
|
|
||
Net cash used in investing activities
|
(3,231
|
)
|
|
(2,507
|
)
|
||
|
|
|
|
||||
Cash Flows from Financing Activities:
|
|
|
|
||||
Proceeds from issuance of long-term debt
|
1,109
|
|
|
1,241
|
|
||
Payments of long-term debt
|
(726
|
)
|
|
(1,519
|
)
|
||
Repurchases of common stock
|
(1,431
|
)
|
|
(1,010
|
)
|
||
Principal payments under finance leases
|
(105
|
)
|
|
(57
|
)
|
||
Capitalized financing costs
|
(51
|
)
|
|
(31
|
)
|
||
Other, net
|
(29
|
)
|
|
(17
|
)
|
||
Net cash used in financing activities
|
(1,233
|
)
|
|
(1,393
|
)
|
||
Net increase in cash, cash equivalents and restricted cash
|
1,264
|
|
|
1,135
|
|
||
Cash, cash equivalents and restricted cash at beginning of the period
|
1,799
|
|
|
1,591
|
|
||
Cash, cash equivalents and restricted cash at end of the period (b)
|
$
|
3,063
|
|
|
$
|
2,726
|
|
|
|
|
|
||||
Investing and Financing Activities Not Affecting Cash:
|
|
|
|
||||
Property and equipment acquired through the issuance of debt
|
$
|
306
|
|
|
$
|
125
|
|
Operating lease conversions to finance lease
|
36
|
|
|
52
|
|
||
Right-of-use assets acquired through operating leases
|
344
|
|
|
537
|
|
||
Property and equipment acquired through finance leases
|
8
|
|
|
—
|
|
Cash and cash equivalents
|
$
|
2,959
|
|
|
$
|
2,621
|
|
Restricted cash (included in Prepaid expenses and other)
|
4
|
|
|
—
|
|
||
Restricted cash
|
100
|
|
|
105
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
3,063
|
|
|
$
|
2,726
|
|
|
Common
Stock
|
|
Additional
Capital Invested
|
|
Treasury Stock
|
|
Retained Earnings
|
|
Accumulated
Other Comprehensive Income (Loss)
|
|
Total
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||
Balance at June 30, 2019
|
257.7
|
|
|
$
|
3
|
|
|
$
|
6,096
|
|
|
$
|
(3,022
|
)
|
|
$
|
8,050
|
|
|
$
|
(807
|
)
|
|
$
|
10,320
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,024
|
|
|
—
|
|
|
1,024
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
303
|
|
|
303
|
|
||||||
Stock settled share-based compensation
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
||||||
Repurchases of common stock
|
(4.1
|
)
|
|
—
|
|
|
—
|
|
|
(363
|
)
|
|
—
|
|
|
—
|
|
|
(363
|
)
|
||||||
Net treasury stock issued for share-based awards
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
1
|
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
||||||
Balance at September 30, 2019
|
253.6
|
|
|
$
|
3
|
|
|
$
|
6,111
|
|
|
$
|
(3,384
|
)
|
|
$
|
9,075
|
|
|
$
|
(504
|
)
|
|
$
|
11,301
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at December 31, 2018 (a)
|
269.9
|
|
|
$
|
3
|
|
|
$
|
6,120
|
|
|
$
|
(1,993
|
)
|
|
$
|
6,715
|
|
|
$
|
(803
|
)
|
|
$
|
10,042
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,368
|
|
|
—
|
|
|
2,368
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
299
|
|
|
299
|
|
||||||
Stock settled share-based compensation
|
—
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49
|
|
||||||
Repurchases of common stock
|
(16.8
|
)
|
|
—
|
|
|
—
|
|
|
(1,426
|
)
|
|
—
|
|
|
—
|
|
|
(1,426
|
)
|
||||||
Net treasury stock issued for share-based awards
|
0.5
|
|
|
—
|
|
|
(58
|
)
|
|
35
|
|
|
(8
|
)
|
|
—
|
|
|
(31
|
)
|
||||||
Balance at September 30, 2019
|
253.6
|
|
|
$
|
3
|
|
|
$
|
6,111
|
|
|
$
|
(3,384
|
)
|
|
$
|
9,075
|
|
|
$
|
(504
|
)
|
|
$
|
11,301
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at June 30, 2018 (a)
|
273.0
|
|
|
$
|
3
|
|
|
$
|
6,091
|
|
|
$
|
(1,720
|
)
|
|
$
|
5,419
|
|
|
$
|
(1,102
|
)
|
|
$
|
8,691
|
|
Net income (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
833
|
|
|
—
|
|
|
833
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
13
|
|
||||||
Stock settled share-based compensation
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
||||||
Repurchases of common stock
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
||||||
Net treasury stock issued for share-based awards
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||
Balance at September 30, 2018 (a)
|
272.5
|
|
|
$
|
3
|
|
|
$
|
6,105
|
|
|
$
|
(1,753
|
)
|
|
$
|
6,252
|
|
|
$
|
(1,089
|
)
|
|
$
|
9,518
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at December 31, 2017 (a)
|
287.0
|
|
|
$
|
3
|
|
|
$
|
6,098
|
|
|
$
|
(769
|
)
|
|
$
|
4,603
|
|
|
$
|
(1,147
|
)
|
|
$
|
8,788
|
|
Net income (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,661
|
|
|
—
|
|
|
1,661
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51
|
|
|
51
|
|
||||||
Stock settled share-based compensation
|
—
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
||||||
Repurchases of common stock
|
(14.7
|
)
|
|
—
|
|
|
—
|
|
|
(1,010
|
)
|
|
—
|
|
|
—
|
|
|
(1,010
|
)
|
||||||
Net treasury stock issued for share-based awards
|
0.2
|
|
|
—
|
|
|
(38
|
)
|
|
26
|
|
|
(5
|
)
|
|
—
|
|
|
(17
|
)
|
||||||
Adoption of accounting standard related to equity investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
7
|
|
|
—
|
|
||||||
Balance at September 30, 2018 (a)
|
272.5
|
|
|
$
|
3
|
|
|
$
|
6,105
|
|
|
$
|
(1,753
|
)
|
|
$
|
6,252
|
|
|
$
|
(1,089
|
)
|
|
$
|
9,518
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018 (a)
|
|
2019
|
|
2018 (a)
|
||||||||
Operating revenue:
|
|
|
|
|
|
|
|
||||||||
Passenger revenue
|
$
|
10,481
|
|
|
$
|
10,120
|
|
|
$
|
29,692
|
|
|
$
|
28,150
|
|
Cargo
|
282
|
|
|
296
|
|
|
863
|
|
|
903
|
|
||||
Other operating revenue
|
617
|
|
|
587
|
|
|
1,816
|
|
|
1,759
|
|
||||
Total operating revenue
|
11,380
|
|
|
11,003
|
|
|
32,371
|
|
|
30,812
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating expense:
|
|
|
|
|
|
|
|
||||||||
Salaries and related costs
|
3,063
|
|
|
2,930
|
|
|
8,993
|
|
|
8,534
|
|
||||
Aircraft fuel
|
2,296
|
|
|
2,572
|
|
|
6,704
|
|
|
6,927
|
|
||||
Regional capacity purchase
|
721
|
|
|
676
|
|
|
2,124
|
|
|
1,999
|
|
||||
Landing fees and other rent
|
645
|
|
|
618
|
|
|
1,893
|
|
|
1,822
|
|
||||
Depreciation and amortization
|
575
|
|
|
545
|
|
|
1,682
|
|
|
1,607
|
|
||||
Aircraft maintenance materials and outside repairs
|
490
|
|
|
455
|
|
|
1,319
|
|
|
1,333
|
|
||||
Distribution expenses
|
432
|
|
|
427
|
|
|
1,234
|
|
|
1,162
|
|
||||
Aircraft rent
|
67
|
|
|
109
|
|
|
221
|
|
|
355
|
|
||||
Special charges
|
27
|
|
|
17
|
|
|
116
|
|
|
186
|
|
||||
Other operating expenses
|
1,590
|
|
|
1,467
|
|
|
4,643
|
|
|
4,292
|
|
||||
Total operating expense
|
9,906
|
|
|
9,816
|
|
|
28,929
|
|
|
28,217
|
|
||||
Operating income
|
1,474
|
|
|
1,187
|
|
|
3,442
|
|
|
2,595
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Nonoperating income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(191
|
)
|
|
(172
|
)
|
|
(570
|
)
|
|
(497
|
)
|
||||
Interest capitalized
|
22
|
|
|
16
|
|
|
65
|
|
|
46
|
|
||||
Interest income
|
36
|
|
|
28
|
|
|
103
|
|
|
70
|
|
||||
Miscellaneous, net
|
9
|
|
|
(1
|
)
|
|
32
|
|
|
(118
|
)
|
||||
Total nonoperating expense, net
|
(124
|
)
|
|
(129
|
)
|
|
(370
|
)
|
|
(499
|
)
|
||||
Income before income taxes
|
1,350
|
|
|
1,058
|
|
|
3,072
|
|
|
2,096
|
|
||||
Income tax expense
|
326
|
|
|
224
|
|
|
703
|
|
|
434
|
|
||||
Net income
|
$
|
1,024
|
|
|
$
|
834
|
|
|
$
|
2,369
|
|
|
$
|
1,662
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018 (a)
|
|
2019
|
|
2018 (a)
|
||||||||
Net income
|
$
|
1,024
|
|
|
$
|
834
|
|
|
$
|
2,369
|
|
|
$
|
1,662
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Employee benefit plans
|
304
|
|
|
12
|
|
|
294
|
|
|
54
|
|
||||
Investments and other
|
(1
|
)
|
|
1
|
|
|
5
|
|
|
(3
|
)
|
||||
Total other comprehensive income (loss), net of tax
|
303
|
|
|
13
|
|
|
299
|
|
|
51
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total comprehensive income, net
|
$
|
1,327
|
|
|
$
|
847
|
|
|
$
|
2,668
|
|
|
$
|
1,713
|
|
|
September 30, 2019
|
|
December 31, 2018 (a)
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2,953
|
|
|
$
|
1,688
|
|
Short-term investments
|
2,167
|
|
|
2,256
|
|
||
Receivables, less allowance for doubtful accounts (2019 — $11; 2018 — $8)
|
1,617
|
|
|
1,426
|
|
||
Aircraft fuel, spare parts and supplies, less obsolescence allowance (2019 — $403; 2018 — $412)
|
1,065
|
|
|
985
|
|
||
Prepaid expenses and other
|
725
|
|
|
733
|
|
||
Total current assets
|
8,527
|
|
|
7,088
|
|
||
Operating property and equipment:
|
|
|
|
||||
Flight equipment
|
34,413
|
|
|
32,599
|
|
||
Other property and equipment
|
7,626
|
|
|
6,889
|
|
||
Purchase deposits for flight equipment
|
1,446
|
|
|
1,177
|
|
||
Total operating property and equipment, at cost
|
43,485
|
|
|
40,665
|
|
||
Less — Accumulated depreciation and amortization
|
(14,153
|
)
|
|
(13,266
|
)
|
||
Total operating property and equipment, net
|
29,332
|
|
|
27,399
|
|
||
|
|
|
|
||||
Operating lease right-of-use assets
|
4,937
|
|
|
5,262
|
|
||
|
|
|
|
||||
Other assets:
|
|
|
|
||||
Goodwill
|
4,523
|
|
|
4,523
|
|
||
Intangibles, less accumulated amortization (2019 — $1,425; 2018 — $1,380)
|
3,114
|
|
|
3,159
|
|
||
Restricted cash
|
100
|
|
|
105
|
|
||
Notes receivable, net
|
529
|
|
|
516
|
|
||
Investments in affiliates and other, net
|
1,131
|
|
|
966
|
|
||
Total other assets
|
9,397
|
|
|
9,269
|
|
||
Total assets
|
$
|
52,193
|
|
|
$
|
49,018
|
|
|
September 30, 2019
|
|
December 31, 2018 (a)
|
||||
LIABILITIES AND STOCKHOLDER'S EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Advance ticket sales
|
$
|
5,515
|
|
|
$
|
4,381
|
|
Accounts payable
|
2,848
|
|
|
2,363
|
|
||
Frequent flyer deferred revenue
|
2,537
|
|
|
2,286
|
|
||
Accrued salaries and benefits
|
2,104
|
|
|
2,184
|
|
||
Current maturities of long-term debt
|
1,243
|
|
|
1,230
|
|
||
Current maturities of finance leases
|
92
|
|
|
123
|
|
||
Current maturities of operating leases
|
778
|
|
|
719
|
|
||
Other
|
579
|
|
|
558
|
|
||
Total current liabilities
|
15,696
|
|
|
13,844
|
|
||
|
|
|
|
||||
Long-term debt
|
12,900
|
|
|
12,215
|
|
||
Long-term obligations under finance leases
|
186
|
|
|
224
|
|
||
Long-term obligations under operating leases
|
4,941
|
|
|
5,276
|
|
||
|
|
|
|
||||
Other liabilities and deferred credits:
|
|
|
|
||||
Frequent flyer deferred revenue
|
2,682
|
|
|
2,719
|
|
||
Postretirement benefit liability
|
836
|
|
|
1,295
|
|
||
Pension liability
|
1,087
|
|
|
1,576
|
|
||
Deferred income taxes
|
1,622
|
|
|
855
|
|
||
Other
|
980
|
|
|
1,010
|
|
||
Total other liabilities and deferred credits
|
7,207
|
|
|
7,455
|
|
||
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, 2019 and December 31, 2018
|
—
|
|
|
—
|
|
||
Additional capital invested
|
—
|
|
|
598
|
|
||
Retained earnings
|
11,909
|
|
|
10,319
|
|
||
Accumulated other comprehensive loss
|
(504
|
)
|
|
(803
|
)
|
||
Receivable from related parties
|
(142
|
)
|
|
(110
|
)
|
||
Total stockholder's equity
|
11,263
|
|
|
10,004
|
|
||
Total liabilities and stockholder's equity
|
$
|
52,193
|
|
|
$
|
49,018
|
|
|
Nine Months Ended September 30,
|
||||||
|
2019
|
|
2018 (a)
|
||||
|
|
|
|
||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net cash provided by operating activities
|
$
|
5,698
|
|
|
$
|
5,018
|
|
|
|
|
|
||||
Cash Flows from Investing Activities:
|
|
|
|
||||
Capital expenditures
|
(3,336
|
)
|
|
(2,496
|
)
|
||
Purchases of short-term investments and other investments
|
(2,168
|
)
|
|
(1,975
|
)
|
||
Proceeds from sale of short-term and other investments
|
2,282
|
|
|
1,979
|
|
||
Investment in affiliates
|
(36
|
)
|
|
(139
|
)
|
||
Proceeds from sale of property and equipment
|
47
|
|
|
30
|
|
||
Loans made to affiliates
|
(10
|
)
|
|
(10
|
)
|
||
Other, net
|
(10
|
)
|
|
104
|
|
||
Net cash used in investing activities
|
(3,231
|
)
|
|
(2,507
|
)
|
||
|
|
|
|
||||
Cash Flows from Financing Activities:
|
|
|
|
||||
Proceeds from issuance of long-term debt
|
1,109
|
|
|
1,241
|
|
||
Payments of long-term debt
|
(726
|
)
|
|
(1,519
|
)
|
||
Dividend to UAL
|
(1,431
|
)
|
|
(1,010
|
)
|
||
Principal payments under finance leases
|
(105
|
)
|
|
(57
|
)
|
||
Capitalized financing costs
|
(51
|
)
|
|
(31
|
)
|
||
Other, net
|
1
|
|
|
—
|
|
||
Net cash used in financing activities
|
(1,203
|
)
|
|
(1,376
|
)
|
||
Net increase in cash, cash equivalents and restricted cash
|
1,264
|
|
|
1,135
|
|
||
Cash, cash equivalents and restricted cash at beginning of the period
|
1,793
|
|
|
1,585
|
|
||
Cash, cash equivalents and restricted cash at end of the period (b)
|
$
|
3,057
|
|
|
$
|
2,720
|
|
|
|
|
|
||||
Investing and Financing Activities Not Affecting Cash:
|
|
|
|
||||
Property and equipment acquired through the issuance of debt
|
$
|
306
|
|
|
$
|
125
|
|
Operating lease conversions to finance lease
|
36
|
|
|
52
|
|
||
Right-of-use assets acquired through operating leases
|
344
|
|
|
537
|
|
||
Property and equipment acquired through finance leases
|
8
|
|
|
—
|
|
Cash and cash equivalents
|
$
|
2,953
|
|
|
$
|
2,615
|
|
Restricted cash (included in Prepaid expenses and other)
|
4
|
|
|
—
|
|
||
Restricted cash
|
100
|
|
|
105
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
3,057
|
|
|
$
|
2,720
|
|
|
Additional
Capital Invested
|
|
Retained Earnings
|
|
Accumulated
Other Comprehensive Income (Loss)
|
|
Receivable from Related Parties, Net
|
|
Total
|
||||||||||
|
|
|
|
|
|||||||||||||||
Balance at June 30, 2019
|
$
|
—
|
|
|
$
|
11,230
|
|
|
$
|
(807
|
)
|
|
$
|
(141
|
)
|
|
$
|
10,282
|
|
Net income
|
—
|
|
|
1,024
|
|
|
—
|
|
|
—
|
|
|
1,024
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
303
|
|
|
—
|
|
|
303
|
|
|||||
Dividend to UAL
|
(18
|
)
|
|
(345
|
)
|
|
—
|
|
|
—
|
|
|
(363
|
)
|
|||||
Share-based compensation
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||||
Balance at September 30, 2019
|
$
|
—
|
|
|
$
|
11,909
|
|
|
$
|
(504
|
)
|
|
$
|
(142
|
)
|
|
$
|
11,263
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at December 31, 2018 (a)
|
$
|
598
|
|
|
$
|
10,319
|
|
|
$
|
(803
|
)
|
|
$
|
(110
|
)
|
|
$
|
10,004
|
|
Net income
|
—
|
|
|
2,369
|
|
|
—
|
|
|
—
|
|
|
2,369
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
299
|
|
|
—
|
|
|
299
|
|
|||||
Dividend to UAL
|
(647
|
)
|
|
(779
|
)
|
|
—
|
|
|
—
|
|
|
(1,426
|
)
|
|||||
Stock settled share-based compensation
|
49
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
(32
|
)
|
|||||
Balance at September 30, 2019
|
$
|
—
|
|
|
$
|
11,909
|
|
|
$
|
(504
|
)
|
|
$
|
(142
|
)
|
|
$
|
11,263
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at June 30, 2018 (a)
|
$
|
841
|
|
|
$
|
9,022
|
|
|
$
|
(1,102
|
)
|
|
$
|
(108
|
)
|
|
$
|
8,653
|
|
Net income
|
—
|
|
|
834
|
|
|
—
|
|
|
—
|
|
|
834
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
|||||
Dividend to UAL
|
(34
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|||||
Share-based compensation
|
16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|||||
Other
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|||||
Balance at September 30, 2018 (a)
|
$
|
822
|
|
|
$
|
9,856
|
|
|
$
|
(1,089
|
)
|
|
$
|
(109
|
)
|
|
$
|
9,480
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at December 31, 2017 (a)
|
$
|
1,787
|
|
|
$
|
8,201
|
|
|
$
|
(1,147
|
)
|
|
$
|
(90
|
)
|
|
$
|
8,751
|
|
Net income (a)
|
—
|
|
|
1,662
|
|
|
—
|
|
|
—
|
|
|
1,662
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
51
|
|
|
—
|
|
|
51
|
|
|||||
Dividend to UAL
|
(1,010
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,010
|
)
|
|||||
Stock settled share-based compensation
|
45
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|||||
Other
|
—
|
|
|
(7
|
)
|
|
7
|
|
|
(19
|
)
|
|
(19
|
)
|
|||||
Balance at September 30, 2018 (a)
|
$
|
822
|
|
|
$
|
9,856
|
|
|
$
|
(1,089
|
)
|
|
$
|
(109
|
)
|
|
$
|
9,480
|
|
|
Three Months Ended September 30, 2018
|
|
Nine Months Ended September 30, 2018
|
||||||||||||||||||||
|
As Reported
|
|
New Lease Standard Adjustments
|
|
As Adjusted
|
|
As Reported
|
|
New Lease Standard Adjustments
|
|
As Adjusted
|
||||||||||||
Regional capacity purchase
|
$
|
663
|
|
|
$
|
13
|
|
|
$
|
676
|
|
|
$
|
1,963
|
|
|
$
|
36
|
|
|
$
|
1,999
|
|
Landing fees and other rent
|
596
|
|
|
22
|
|
|
618
|
|
|
1,757
|
|
|
65
|
|
|
1,822
|
|
||||||
Depreciation and amortization
|
564
|
|
|
(19
|
)
|
|
545
|
|
|
1,662
|
|
|
(55
|
)
|
|
1,607
|
|
||||||
Interest expense
|
(187
|
)
|
|
15
|
|
|
(172
|
)
|
|
(540
|
)
|
|
43
|
|
|
(497
|
)
|
||||||
Interest capitalized
|
18
|
|
|
(2
|
)
|
|
16
|
|
|
51
|
|
|
(5
|
)
|
|
46
|
|
||||||
Net income
|
836
|
|
|
(3
|
)
|
|
833
|
|
|
1,667
|
|
|
(6
|
)
|
|
1,661
|
|
||||||
Earnings per share, basic
|
3.07
|
|
|
(0.01
|
)
|
|
3.06
|
|
|
6.02
|
|
|
(0.02
|
)
|
|
6.00
|
|
||||||
Earnings per share, diluted
|
3.06
|
|
|
(0.01
|
)
|
|
3.05
|
|
|
5.99
|
|
|
(0.01
|
)
|
|
5.98
|
|
|
December 31, 2018
|
||||||||||
|
As Reported
|
|
New Lease Standard Adjustments
|
|
As Adjusted
|
||||||
Receivables, less allowance for doubtful accounts
|
$
|
1,346
|
|
|
$
|
80
|
|
|
$
|
1,426
|
|
Prepaid expenses and other
|
913
|
|
|
(180
|
)
|
|
733
|
|
|||
Flight equipment, owned and finance leases (a)
|
32,636
|
|
|
(37
|
)
|
|
32,599
|
|
|||
Other property and equipment, owned and finance leases (a)
|
7,930
|
|
|
(1,041
|
)
|
|
6,889
|
|
|||
Accumulated depreciation and amortization, owned and finance leases (a)
|
(13,414
|
)
|
|
148
|
|
|
(13,266
|
)
|
|||
Operating lease right-of-use assets
|
—
|
|
|
5,262
|
|
|
5,262
|
|
|||
Current maturities of finance leases (a)
|
149
|
|
|
(26
|
)
|
|
123
|
|
|||
Current maturities of operating leases
|
—
|
|
|
719
|
|
|
719
|
|
|||
Other current liabilities
|
619
|
|
|
(66
|
)
|
|
553
|
|
|||
Long-term obligations under finance leases (a)
|
1,134
|
|
|
(910
|
)
|
|
224
|
|
|||
Long-term obligations under operating leases
|
—
|
|
|
5,276
|
|
|
5,276
|
|
|||
Deferred income taxes
|
814
|
|
|
14
|
|
|
828
|
|
|||
Other long-term liabilities
|
1,832
|
|
|
(822
|
)
|
|
1,010
|
|
|||
Retained earnings
|
6,668
|
|
|
47
|
|
|
6,715
|
|
|
Nine Months Ended September 30, 2018
|
||||||||||
|
As Reported
|
|
New Lease Standard Adjustments
|
|
As Adjusted
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
$
|
5,080
|
|
|
$
|
(45
|
)
|
|
$
|
5,035
|
|
|
|
|
|
|
|
|
|||||
Cash Flows from Investing Activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(2,592
|
)
|
|
96
|
|
|
(2,496
|
)
|
|||
|
|
|
|
|
|
||||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt
|
1,332
|
|
|
(91
|
)
|
|
1,241
|
|
|||
Principal payments under finance leases
|
(98
|
)
|
|
41
|
|
|
(57
|
)
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Domestic (U.S. and Canada)
|
$
|
7,094
|
|
|
$
|
6,762
|
|
|
$
|
20,056
|
|
|
$
|
18,927
|
|
Atlantic
|
2,103
|
|
|
2,073
|
|
|
5,627
|
|
|
5,427
|
|
||||
Pacific
|
1,280
|
|
|
1,339
|
|
|
3,867
|
|
|
3,855
|
|
||||
Latin America
|
903
|
|
|
829
|
|
|
2,821
|
|
|
2,603
|
|
||||
Total
|
$
|
11,380
|
|
|
$
|
11,003
|
|
|
$
|
32,371
|
|
|
$
|
30,812
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Total Frequent flyer deferred revenue - beginning balance
|
$
|
5,198
|
|
|
$
|
4,989
|
|
|
$
|
5,005
|
|
|
$
|
4,783
|
|
Miles awarded
|
662
|
|
|
616
|
|
|
1,951
|
|
|
1,826
|
|
||||
Travel miles redeemed (Passenger revenue)
|
(607
|
)
|
|
(580
|
)
|
|
(1,634
|
)
|
|
(1,508
|
)
|
||||
Non-travel miles redeemed (Other operating revenue)
|
(34
|
)
|
|
(38
|
)
|
|
(103
|
)
|
|
(114
|
)
|
||||
Total Frequent flyer deferred revenue - ending balance
|
$
|
5,219
|
|
|
$
|
4,987
|
|
|
$
|
5,219
|
|
|
$
|
4,987
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Earnings available to common stockholders
|
$
|
1,024
|
|
|
$
|
833
|
|
|
$
|
2,368
|
|
|
$
|
1,661
|
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted-average shares outstanding
|
255.3
|
|
|
272.4
|
|
|
261.0
|
|
|
277.0
|
|
||||
Effect of employee stock awards
|
1.1
|
|
|
1.2
|
|
|
1.0
|
|
|
1.0
|
|
||||
Diluted weighted-average shares outstanding
|
256.4
|
|
|
273.6
|
|
|
262.0
|
|
|
278.0
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings per share, basic
|
$
|
4.01
|
|
|
$
|
3.06
|
|
|
$
|
9.07
|
|
|
$
|
6.00
|
|
Earnings per share, diluted
|
$
|
3.99
|
|
|
$
|
3.05
|
|
|
$
|
9.04
|
|
|
$
|
5.98
|
|
UAL
|
|
Pension and Other Postretirement Liabilities
|
|
Investments and Other
|
|
Deferred Taxes
|
|
Total
|
|||||||||
Balance at June 30, 2019
|
|
$
|
(675
|
)
|
|
$
|
3
|
|
|
$
|
(135
|
)
|
|
$
|
(807
|
)
|
|
Changes in value
|
|
394
|
|
|
—
|
|
|
(87
|
)
|
|
307
|
|
|||||
Amounts reclassified to earnings
|
|
(4
|
)
|
(a)
|
(1
|
)
|
|
1
|
|
|
(4
|
)
|
|||||
Balance at September 30, 2019
|
|
$
|
(285
|
)
|
|
$
|
2
|
|
|
$
|
(221
|
)
|
|
$
|
(504
|
)
|
|
Balance at December 31, 2018
|
|
$
|
(663
|
)
|
|
$
|
(4
|
)
|
|
$
|
(136
|
)
|
|
$
|
(803
|
)
|
|
Changes in value
|
|
370
|
|
|
7
|
|
|
(83
|
)
|
|
294
|
|
|||||
Amounts reclassified to earnings
|
|
8
|
|
(a)
|
(1
|
)
|
|
(2
|
)
|
|
5
|
|
|||||
Balance at September 30, 2019
|
|
$
|
(285
|
)
|
|
$
|
2
|
|
|
$
|
(221
|
)
|
|
$
|
(504
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at June 30, 2018
|
|
$
|
(1,048
|
)
|
|
$
|
(2
|
)
|
|
$
|
(52
|
)
|
|
$
|
(1,102
|
)
|
|
Changes in value
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Amounts reclassified to earnings
|
|
15
|
|
(a)
|
—
|
|
|
(3
|
)
|
|
12
|
|
|||||
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
|
|
(a)
|
—
|
|
|
(10
|
)
|
|
35
|
|
|||||
Amounts reclassified to retained earnings
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|||||
Balance at September 30, 2018
|
|
$
|
(1,033
|
)
|
|
$
|
(1
|
)
|
|
$
|
(55
|
)
|
|
$
|
(1,089
|
)
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
|
Affected Line Item
in the Statements of Consolidated Operations |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
|
||||||||
Service cost
|
|
$
|
46
|
|
|
$
|
57
|
|
|
$
|
2
|
|
|
$
|
3
|
|
|
Salaries and related costs
|
Interest cost
|
|
56
|
|
|
54
|
|
|
10
|
|
|
16
|
|
|
Miscellaneous, net
|
||||
Expected return on plan assets
|
|
(73
|
)
|
|
(73
|
)
|
|
—
|
|
|
(1
|
)
|
|
Miscellaneous, net
|
||||
Amortization of unrecognized (gain) loss
|
|
29
|
|
|
32
|
|
|
(12
|
)
|
|
(8
|
)
|
|
Miscellaneous, net
|
||||
Amortization of prior service credit
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
(9
|
)
|
|
Miscellaneous, net
|
||||
Settlement loss
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Miscellaneous, net
|
||||
Total
|
|
$
|
60
|
|
|
$
|
70
|
|
|
$
|
(23
|
)
|
|
$
|
1
|
|
|
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
|
Affected Line Item
in the Statements of Consolidated Operations |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
|
||||||||
Service cost
|
|
$
|
138
|
|
|
$
|
171
|
|
|
$
|
7
|
|
|
$
|
9
|
|
|
Salaries and related costs
|
Interest cost
|
|
170
|
|
|
162
|
|
|
39
|
|
|
46
|
|
|
Miscellaneous, net
|
||||
Expected return on plan assets
|
|
(218
|
)
|
|
(219
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
Miscellaneous, net
|
||||
Amortization of unrecognized (gain) loss
|
|
87
|
|
|
97
|
|
|
(42
|
)
|
|
(24
|
)
|
|
Miscellaneous, net
|
||||
Amortization of prior service credit
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
(28
|
)
|
|
Miscellaneous, net
|
||||
Settlement loss
|
|
5
|
|
|
—
|
|
|
|
|
|
—
|
|
|
Miscellaneous, net
|
||||
Total
|
|
$
|
182
|
|
|
$
|
211
|
|
|
$
|
(39
|
)
|
|
$
|
2
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Share-based compensation expense
|
$
|
33
|
|
|
$
|
29
|
|
|
$
|
70
|
|
|
$
|
73
|
|
|
|
|
|
|
|
|
|
||||||||
|
September 30, 2019
|
|
December 31, 2018
|
|
|
|
|
||||||||
Unrecognized share-based compensation
|
$
|
90
|
|
|
$
|
68
|
|
|
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||
Cash and cash equivalents
|
$
|
2,959
|
|
|
$
|
2,959
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,694
|
|
|
$
|
1,694
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Corporate debt
|
1,016
|
|
|
—
|
|
|
1,016
|
|
|
—
|
|
|
1,023
|
|
|
—
|
|
|
1,023
|
|
|
—
|
|
||||||||
Asset-backed securities
|
706
|
|
|
—
|
|
|
706
|
|
|
—
|
|
|
746
|
|
|
—
|
|
|
746
|
|
|
—
|
|
||||||||
U.S. government and agency notes
|
131
|
|
|
—
|
|
|
131
|
|
|
—
|
|
|
108
|
|
|
—
|
|
|
108
|
|
|
—
|
|
||||||||
Certificates of deposit placed through an account registry service ("CDARS")
|
42
|
|
|
—
|
|
|
42
|
|
|
—
|
|
|
75
|
|
|
—
|
|
|
75
|
|
|
—
|
|
||||||||
Other fixed-income securities
|
80
|
|
|
—
|
|
|
80
|
|
|
—
|
|
|
116
|
|
|
—
|
|
|
116
|
|
|
—
|
|
||||||||
Other investments measured at net asset value ("NAV")
|
192
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
188
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Restricted cash
|
104
|
|
|
104
|
|
|
—
|
|
|
—
|
|
|
105
|
|
|
105
|
|
|
—
|
|
|
—
|
|
||||||||
Long-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Equity securities
|
322
|
|
|
322
|
|
|
—
|
|
|
—
|
|
|
249
|
|
|
249
|
|
|
—
|
|
|
—
|
|
||||||||
AVH Derivative Assets (defined below)
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
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 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 or assets.
|
AVH Derivative Assets
|
Fair values are calculated using a Monte Carlo simulation approach. Unobservable inputs include expected volatility, expected dividend yield and control and acquisition premiums.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Operating lease cost
|
|
$
|
255
|
|
|
$
|
302
|
|
|
$
|
786
|
|
|
$
|
940
|
|
Variable and short-term lease cost
|
|
643
|
|
|
664
|
|
|
1,910
|
|
|
1,944
|
|
||||
Amortization of finance lease assets
|
|
15
|
|
|
17
|
|
|
51
|
|
|
57
|
|
||||
Interest on finance lease liabilities
|
|
27
|
|
|
17
|
|
|
86
|
|
|
26
|
|
||||
Sublease income
|
|
(8
|
)
|
|
(9
|
)
|
|
(25
|
)
|
|
(30
|
)
|
||||
Total lease cost
|
|
$
|
932
|
|
|
$
|
991
|
|
|
$
|
2,808
|
|
|
$
|
2,937
|
|
|
|
Operating Leases
|
|
Finance Leases
|
||||
Last three months of 2019
|
|
$
|
195
|
|
|
$
|
80
|
|
2020
|
|
1,004
|
|
|
58
|
|
||
2021
|
|
788
|
|
|
54
|
|
||
2022
|
|
660
|
|
|
44
|
|
||
2023
|
|
647
|
|
|
33
|
|
||
After 2023
|
|
4,611
|
|
|
70
|
|
||
Minimum lease payments
|
|
7,905
|
|
|
339
|
|
||
Imputed interest
|
|
(2,186
|
)
|
|
(61
|
)
|
||
Present value of minimum lease payments
|
|
5,719
|
|
|
278
|
|
||
Less: current maturities of lease obligations
|
|
(778
|
)
|
|
(92
|
)
|
||
Long-term lease obligations
|
|
$
|
4,941
|
|
|
$
|
186
|
|
|
|
2019
|
|
2018
|
|
||
Weighted-average remaining lease term - operating leases
|
|
11 years
|
|
|
11 years
|
|
|
Weighted-average remaining lease term - finance leases
|
|
5 years
|
|
|
5 years
|
|
|
Weighted-average discount rate - operating leases
|
|
5.3
|
%
|
|
5.2
|
%
|
|
Weighted-average discount rate - finance leases
|
|
44.8
|
%
|
(a)
|
39.5
|
%
|
(a)
|
|
2019
|
|
2018
|
||||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
||||
Operating cash flows for operating leases
|
$
|
743
|
|
|
$
|
842
|
|
Operating cash flows for finance leases
|
63
|
|
|
30
|
|
||
Financing cash flows for finance leases
|
105
|
|
|
57
|
|
|
|
|
|
Scheduled Aircraft Deliveries
|
||||||||
Aircraft Type
|
|
Number of Firm
Commitments (a) |
|
Last Three Months of 2019
|
|
2020
|
|
After 2020
|
||||
Airbus A350
|
|
45
|
|
|
—
|
|
|
—
|
|
|
45
|
|
Boeing 737 MAX
|
|
171
|
|
|
16
|
|
|
28
|
|
|
127
|
|
Boeing 777-300ER
|
|
4
|
|
|
2
|
|
|
2
|
|
|
—
|
|
Boeing 787
|
|
18
|
|
|
2
|
|
|
15
|
|
|
1
|
|
Embraer E175
|
|
29
|
|
|
9
|
|
|
20
|
|
|
—
|
|
(a) United also has options and purchase rights for additional aircraft.
|
|
|
|
|
|
|
|
|
Last three months of 2019
|
|
$
|
1.5
|
|
2020 (a)
|
|
6.1
|
|
|
2021
|
|
3.8
|
|
|
2022
|
|
2.9
|
|
|
2023
|
|
2.3
|
|
|
After 2023
|
|
7.0
|
|
|
|
|
$
|
23.6
|
|
Last three months of 2019
|
|
$
|
0.6
|
|
2020
|
|
2.2
|
|
|
2021
|
|
2.1
|
|
|
2022
|
|
1.8
|
|
|
2023
|
|
1.1
|
|
|
After 2023
|
|
4.5
|
|
|
|
|
$
|
12.3
|
|
EETC Issuance Date
|
|
Class
|
|
Face Amount
|
|
Final expected distribution date
|
|
Stated interest rate
|
|
Total proceeds received from issuance of debt during 2019 and recorded as debt as of September 30, 2019
|
|
Remaining proceeds from issuance of certificates to be received in future periods
|
||||||
September 2019
|
|
AA
|
|
$
|
702
|
|
|
May 2032
|
|
2.70%
|
|
$
|
76
|
|
|
$
|
626
|
|
September 2019
|
|
A
|
|
287
|
|
|
May 2028
|
|
2.90%
|
|
31
|
|
|
256
|
|
|||
September 2019
|
|
B
|
|
232
|
|
|
May 2028
|
|
3.50%
|
|
25
|
|
|
207
|
|
|||
February 2019
|
|
AA
|
|
717
|
|
|
August 2031
|
|
4.15%
|
|
651
|
|
|
66
|
|
|||
February 2019
|
|
A
|
|
296
|
|
|
August 2031
|
|
4.55%
|
|
269
|
|
|
27
|
|
|||
|
|
|
|
$
|
2,234
|
|
|
|
|
|
|
$
|
1,052
|
|
|
$
|
1,182
|
|
Last three months of 2019
|
|
$
|
511
|
|
2020
|
|
1,363
|
|
|
2021
|
|
1,355
|
|
|
2022
|
|
1,708
|
|
|
2023
|
|
758
|
|
|
After 2023
|
|
8,629
|
|
|
|
|
$
|
14,324
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Severance and benefit costs
|
$
|
2
|
|
|
$
|
9
|
|
|
$
|
14
|
|
|
$
|
34
|
|
Impairment of assets
|
—
|
|
|
11
|
|
|
69
|
|
|
145
|
|
||||
(Gains) losses on sale of assets and other special charges
|
25
|
|
|
(3
|
)
|
|
33
|
|
|
7
|
|
||||
Total operating special charges
|
27
|
|
|
17
|
|
|
116
|
|
|
186
|
|
||||
Nonoperating MTM (gains) losses on financial instruments
|
(21
|
)
|
|
(29
|
)
|
|
(72
|
)
|
|
61
|
|
||||
Total special charges and MTM (gains) losses on financial instruments
|
6
|
|
|
(12
|
)
|
|
44
|
|
|
247
|
|
||||
Income tax expense (benefit)
|
(2
|
)
|
|
3
|
|
|
(10
|
)
|
|
(55
|
)
|
||||
Total special charges and MTM (gains) losses on financial instruments, net of income tax
|
$
|
4
|
|
|
$
|
(9
|
)
|
|
$
|
34
|
|
|
$
|
192
|
|
•
|
Third quarter 2019 net income was $1.0 billion, or $3.99 diluted earnings per share, as compared to net income of $833 million, or diluted earnings per share of $3.05, in the third quarter of 2018.
|
•
|
Passenger revenue increased 3.6% to $10.5 billion during the third quarter of 2019 as compared to the third quarter of 2018.
|
•
|
Traffic and capacity increased 1.9% during the third quarter of 2019 as compared to the third quarter of 2018. The Company's passenger load factor for the third quarter of 2019 was 86.1%.
|
|
|
2019
|
|
2018
|
|
Increase (Decrease)
|
|
% Change
|
|||||||
Operating revenue
|
|
$
|
11,380
|
|
|
$
|
11,003
|
|
|
$
|
377
|
|
|
3.4
|
|
Operating expense
|
|
9,907
|
|
|
9,816
|
|
|
91
|
|
|
0.9
|
|
|||
Operating income
|
|
1,473
|
|
|
1,187
|
|
|
286
|
|
|
24.1
|
|
|||
Nonoperating income (expense)
|
|
(124
|
)
|
|
(129
|
)
|
|
(5
|
)
|
|
(3.9
|
)
|
|||
Income tax expense
|
|
325
|
|
|
225
|
|
|
100
|
|
|
44.4
|
|
|||
Net income
|
|
$
|
1,024
|
|
|
$
|
833
|
|
|
$
|
191
|
|
|
22.9
|
|
|
2019
|
|
2018
|
|
Increase (Decrease)
|
|
% Change
|
|||||||
Passenger revenue
|
$
|
10,481
|
|
|
$
|
10,120
|
|
|
$
|
361
|
|
|
3.6
|
|
Cargo
|
282
|
|
|
296
|
|
|
(14
|
)
|
|
(4.7
|
)
|
|||
Other operating revenue
|
617
|
|
|
587
|
|
|
30
|
|
|
5.1
|
|
|||
Total operating revenue
|
$
|
11,380
|
|
|
$
|
11,003
|
|
|
$
|
377
|
|
|
3.4
|
|
|
2019
|
|
2018
|
|
Increase (Decrease)
|
|
% Change
|
|||||||
Salaries and related costs
|
$
|
3,063
|
|
|
$
|
2,930
|
|
|
$
|
133
|
|
|
4.5
|
|
Aircraft fuel
|
2,296
|
|
|
2,572
|
|
|
(276
|
)
|
|
(10.7
|
)
|
|||
Regional capacity purchase
|
721
|
|
|
676
|
|
|
45
|
|
|
6.7
|
|
|||
Landing fees and other rent
|
645
|
|
|
618
|
|
|
27
|
|
|
4.4
|
|
|||
Depreciation and amortization
|
575
|
|
|
545
|
|
|
30
|
|
|
5.5
|
|
|||
Aircraft maintenance materials and outside repairs
|
490
|
|
|
455
|
|
|
35
|
|
|
7.7
|
|
|||
Distribution expenses
|
432
|
|
|
427
|
|
|
5
|
|
|
1.2
|
|
|||
Aircraft rent
|
67
|
|
|
109
|
|
|
(42
|
)
|
|
(38.5
|
)
|
|||
Special charges
|
27
|
|
|
17
|
|
|
10
|
|
|
NM
|
|
|||
Other operating expenses
|
1,591
|
|
|
1,467
|
|
|
124
|
|
|
8.5
|
|
|||
Total operating expenses
|
$
|
9,907
|
|
|
$
|
9,816
|
|
|
$
|
91
|
|
|
0.9
|
|
|
(In millions)
|
|
|
|
Average price per gallon
|
||||||||||||||||
|
2019
|
|
2018
|
|
%
Change |
|
2019
|
|
2018
|
|
%
Change |
||||||||||
Fuel expense
|
$
|
2,296
|
|
|
$
|
2,572
|
|
|
(10.7
|
)%
|
|
$
|
2.02
|
|
|
$
|
2.32
|
|
|
(12.9
|
)%
|
Total fuel consumption (gallons)
|
1,134
|
|
|
1,111
|
|
|
2.1
|
%
|
|
|
|
|
|
|
|
2019
|
|
2018
|
||||
Severance and benefit costs
|
$
|
2
|
|
|
$
|
9
|
|
Impairment of assets
|
—
|
|
|
11
|
|
||
(Gains) losses on sale of assets and other special charges
|
25
|
|
|
(3
|
)
|
||
Special charges
|
$
|
27
|
|
|
$
|
17
|
|
|
2019
|
|
2018
|
|
Increase (Decrease)
|
|
% Change
|
|||||||
Interest expense
|
$
|
(191
|
)
|
|
$
|
(172
|
)
|
|
$
|
19
|
|
|
11.0
|
|
Interest capitalized
|
22
|
|
|
16
|
|
|
6
|
|
|
37.5
|
|
|||
Interest income
|
36
|
|
|
28
|
|
|
8
|
|
|
28.6
|
|
|||
Miscellaneous, net
|
9
|
|
|
(1
|
)
|
|
(10
|
)
|
|
NM
|
|
|||
Total
|
$
|
(124
|
)
|
|
$
|
(129
|
)
|
|
$
|
(5
|
)
|
|
(3.9
|
)
|
|
|
2019
|
|
2018
|
|
Increase (Decrease)
|
|
% Change
|
|||||||
Operating revenue
|
|
$
|
32,371
|
|
|
$
|
30,812
|
|
|
$
|
1,559
|
|
|
5.1
|
|
Operating expense
|
|
28,931
|
|
|
28,218
|
|
|
713
|
|
|
2.5
|
|
|||
Operating income
|
|
3,440
|
|
|
2,594
|
|
|
846
|
|
|
32.6
|
|
|||
Nonoperating income (expense)
|
|
(370
|
)
|
|
(499
|
)
|
|
(129
|
)
|
|
(25.9
|
)
|
|||
Income tax expense
|
|
702
|
|
|
434
|
|
|
268
|
|
|
61.8
|
|
|||
Net income
|
|
$
|
2,368
|
|
|
$
|
1,661
|
|
|
$
|
707
|
|
|
42.6
|
|
|
2019
|
|
2018
|
|
Increase (Decrease)
|
|
% Change
|
|||||||
Passengers (thousands)
|
122,137
|
|
|
118,439
|
|
|
3,698
|
|
|
3.1
|
|
|||
RPMs (millions)
|
180,727
|
|
|
173,187
|
|
|
7,540
|
|
|
4.4
|
|
|||
ASMs (millions)
|
213,961
|
|
|
206,360
|
|
|
7,601
|
|
|
3.7
|
|
|||
Passenger load factor
|
84.5
|
%
|
|
83.9
|
%
|
|
0.6 pts.
|
|
|
N/A
|
|
|||
PRASM (cents)
|
13.88
|
|
|
13.64
|
|
|
0.24
|
|
|
1.8
|
|
|||
Yield (cents)
|
16.43
|
|
|
16.25
|
|
|
0.18
|
|
|
1.1
|
|
|||
CTM (millions)
|
2,440
|
|
|
2,523
|
|
|
(83
|
)
|
|
(3.3
|
)
|
|||
CASM (cents)
|
13.52
|
|
|
13.67
|
|
|
(0.15
|
)
|
|
(1.1
|
)
|
|||
Average price per gallon of fuel, including fuel taxes
|
$
|
2.08
|
|
|
$
|
2.23
|
|
|
$
|
(0.15
|
)
|
|
(6.7
|
)
|
Fuel gallons consumed (millions)
|
3,221
|
|
|
3,101
|
|
|
120
|
|
|
3.9
|
|
|||
Average full-time equivalent employees
|
90,071
|
|
|
87,112
|
|
|
2,959
|
|
|
3.4
|
|
|
2019
|
|
2018
|
|
Increase (Decrease)
|
|
% Change
|
|||||||
Passenger revenue
|
$
|
29,692
|
|
|
$
|
28,150
|
|
|
$
|
1,542
|
|
|
5.5
|
|
Cargo
|
863
|
|
|
903
|
|
|
(40
|
)
|
|
(4.4
|
)
|
|||
Other operating revenue
|
1,816
|
|
|
1,759
|
|
|
57
|
|
|
3.2
|
|
|||
Total operating revenue
|
$
|
32,371
|
|
|
$
|
30,812
|
|
|
$
|
1,559
|
|
|
5.1
|
|
|
Increase (decrease) from 2018:
|
|||||||||||||
|
Domestic
|
|
Atlantic
|
|
Pacific
|
|
Latin
|
|
Consolidated
|
|||||
Average fare per passenger
|
3.2
|
%
|
|
(2.1
|
)%
|
|
(3.5
|
)%
|
|
5.9
|
%
|
|
2.3
|
%
|
Passengers
|
2.8
|
%
|
|
6.4
|
%
|
|
5.0
|
%
|
|
3.1
|
%
|
|
3.1
|
%
|
RPMs (traffic)
|
4.1
|
%
|
|
6.3
|
%
|
|
3.2
|
%
|
|
3.8
|
%
|
|
4.4
|
%
|
ASMs (capacity)
|
4.2
|
%
|
|
5.3
|
%
|
|
0.9
|
%
|
|
2.4
|
%
|
|
3.7
|
%
|
Passenger load factor (points)
|
—
|
|
|
0.9
|
|
|
1.8
|
|
|
1.0
|
|
|
0.6
|
|
|
2019
|
|
2018
|
|
Increase (Decrease)
|
|
% Change
|
|||||||
Salaries and related costs
|
$
|
8,993
|
|
|
$
|
8,534
|
|
|
$
|
459
|
|
|
5.4
|
|
Aircraft fuel
|
6,704
|
|
|
6,927
|
|
|
(223
|
)
|
|
(3.2
|
)
|
|||
Regional capacity purchase
|
2,124
|
|
|
1,999
|
|
|
125
|
|
|
6.3
|
|
|||
Landing fees and other rent
|
1,893
|
|
|
1,822
|
|
|
71
|
|
|
3.9
|
|
|||
Depreciation and amortization
|
1,682
|
|
|
1,607
|
|
|
75
|
|
|
4.7
|
|
|||
Aircraft maintenance materials and outside repairs
|
1,319
|
|
|
1,333
|
|
|
(14
|
)
|
|
(1.1
|
)
|
|||
Distribution expenses
|
1,234
|
|
|
1,162
|
|
|
72
|
|
|
6.2
|
|
|||
Aircraft rent
|
221
|
|
|
355
|
|
|
(134
|
)
|
|
(37.7
|
)
|
|||
Special charges
|
116
|
|
|
186
|
|
|
(70
|
)
|
|
NM
|
|
|||
Other operating expenses
|
4,645
|
|
|
4,293
|
|
|
352
|
|
|
8.2
|
|
|||
Total operating expenses
|
$
|
28,931
|
|
|
$
|
28,218
|
|
|
$
|
713
|
|
|
2.5
|
|
|
(In millions)
|
|
|
|
Average price per gallon
|
||||||||||||||||
|
2019
|
|
2018
|
|
%
Change |
|
2019
|
|
2018
|
|
%
Change |
||||||||||
Fuel expense
|
$
|
6,704
|
|
|
$
|
6,927
|
|
|
(3.2
|
)%
|
|
$
|
2.08
|
|
|
$
|
2.23
|
|
|
(6.7
|
)%
|
Total fuel consumption (gallons)
|
3,221
|
|
|
3,101
|
|
|
3.9
|
%
|
|
|
|
|
|
|
|
2019
|
|
2018
|
||||
Severance and benefit costs
|
$
|
14
|
|
|
$
|
34
|
|
Impairment of assets
|
69
|
|
|
145
|
|
||
(Gains) losses on sale of assets and other special charges
|
33
|
|
|
7
|
|
||
Special charges
|
$
|
116
|
|
|
$
|
186
|
|
|
2019
|
|
2018
|
|
Increase (Decrease)
|
|
% Change
|
|||||||
Interest expense
|
$
|
(570
|
)
|
|
$
|
(497
|
)
|
|
$
|
73
|
|
|
14.7
|
|
Interest capitalized
|
65
|
|
|
46
|
|
|
19
|
|
|
41.3
|
|
|||
Interest income
|
103
|
|
|
70
|
|
|
33
|
|
|
47.1
|
|
|||
Miscellaneous, net
|
32
|
|
|
(118
|
)
|
|
(150
|
)
|
|
NM
|
|
|||
Total
|
$
|
(370
|
)
|
|
$
|
(499
|
)
|
|
$
|
(129
|
)
|
|
(25.9
|
)
|
|
|
|
|
Scheduled Aircraft Deliveries
|
||||||||
Aircraft Type
|
|
Number of Firm
Commitments (a) |
|
Last Three Months of 2019
|
|
2020
|
|
After 2020
|
||||
Airbus A350
|
|
45
|
|
|
—
|
|
|
—
|
|
|
45
|
|
Boeing 737 MAX
|
|
171
|
|
|
16
|
|
|
28
|
|
|
127
|
|
Boeing 777-300ER
|
|
4
|
|
|
2
|
|
|
2
|
|
|
—
|
|
Boeing 787
|
|
18
|
|
|
2
|
|
|
15
|
|
|
1
|
|
Embraer E175
|
|
29
|
|
|
9
|
|
|
20
|
|
|
—
|
|
(a) United also has options and purchase rights for additional aircraft.
|
|
|
|
|
|
|
|
|
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 2019
|
|
1,535,766
|
|
|
$
|
91.76
|
|
|
1,535,766
|
|
|
$
|
3,547
|
|
August 2019
|
|
1,438,718
|
|
|
84.57
|
|
|
1,438,718
|
|
|
3,425
|
|
||
September 2019
|
|
1,135,494
|
|
|
88.07
|
|
|
1,135,494
|
|
|
3,325
|
|
||
Total
|
|
4,109,978
|
|
|
|
|
4,109,978
|
|
|
|
Exhibit No.
|
Registrant
|
Exhibit
|
|
|
|
|
|
^ 10.1
|
UAL
United
|
||
|
|
|
|
31.1
|
UAL
|
||
|
|
|
|
31.2
|
UAL
|
||
|
|
|
|
31.3
|
United
|
||
|
|
|
|
31.4
|
United
|
||
|
|
|
|
32.1
|
UAL
|
||
|
|
|
|
32.2
|
United
|
||
|
|
|
|
101
|
UAL
United
|
The following financial statements from the combined Quarterly Report of UAL and United on Form 10-Q for the quarter ended September 30, 2019, formatted in Inline XBRL: (i) Statements of Consolidated Operations, (ii) Statements of Consolidated Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Condensed Statements of Consolidated Cash Flows, (v) Statements of Consolidated Stockholders' Equity and (vi) Combined Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
|
|
|
|
|
|
104
|
UAL
United
|
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
|
|
|
|
|
|
|
|
|
United Airlines Holdings, Inc.
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
Date:
|
October 16, 2019
|
|
By:
|
/s/ Gerald Laderman
|
|
|
|
|
Gerald Laderman
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
||
Date:
|
October 16, 2019
|
|
By:
|
/s/ Chris Kenny
|
|
|
|
|
Chris Kenny
Vice President and Controller
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United Airlines, Inc.
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
Date:
|
October 16, 2019
|
|
By:
|
/s/ Gerald Laderman
|
|
|
|
|
Gerald Laderman
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
|
Date:
|
October 16, 2019
|
|
By:
|
/s/ Chris Kenny
|
|
|
|
|
Chris Kenny
Vice President and Controller
(Principal Accounting Officer)
|
1.
|
DELIVERY SCHEDULE
|
1.1
|
Upon the Buyer’s request, the Seller agrees to modify the Scheduled Delivery *** of Aircraft N°1, Aircraft N°2 and Aircraft N°3, from *** respectively (each such Aircraft, a “*** Aircraft”).
|
1.2
|
The delivery schedule of the Aircraft set out in Clause 9.1 of the Agreement is amended to read the following:
|
2.
|
PREDELIVERY PAYMENTS
|
4.
|
ASSIGNMENT
|
5.
|
CONFIDENTIALITY
|
6.
|
GOVERNING LAW
|
7.
|
COUNTERPARTS
|
(1)
|
I have reviewed this quarterly report on Form 10-Q for the quarterly period ended September 30, 2019 of United Airlines 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, 2019 of United Airlines 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, 2019 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, 2019 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 Airlines 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
|