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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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||
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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 of 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
|
|
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None
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None
|
United Airlines Holdings, Inc.
|
|
Yes
|
☒
|
No
|
☐
|
|
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.
|
|
290,983,657
|
|
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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Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Operating revenue:
|
|
|
|
|
|
|
|
||||||||
Passenger revenue
|
$
|
681
|
|
|
$
|
10,486
|
|
|
$
|
7,746
|
|
|
$
|
19,211
|
|
Cargo
|
402
|
|
|
295
|
|
|
666
|
|
|
581
|
|
||||
Other operating revenue
|
392
|
|
|
621
|
|
|
1,042
|
|
|
1,199
|
|
||||
Total operating revenue
|
1,475
|
|
|
11,402
|
|
|
9,454
|
|
|
20,991
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating expense:
|
|
|
|
|
|
|
|
||||||||
Salaries and related costs
|
2,170
|
|
|
3,057
|
|
|
5,125
|
|
|
5,930
|
|
||||
Aircraft fuel
|
240
|
|
|
2,385
|
|
|
1,966
|
|
|
4,408
|
|
||||
Regional capacity purchase
|
388
|
|
|
715
|
|
|
1,125
|
|
|
1,403
|
|
||||
Landing fees and other rent
|
429
|
|
|
660
|
|
|
1,052
|
|
|
1,248
|
|
||||
Depreciation and amortization
|
618
|
|
|
560
|
|
|
1,233
|
|
|
1,107
|
|
||||
Aircraft maintenance materials and outside repairs
|
110
|
|
|
421
|
|
|
544
|
|
|
829
|
|
||||
Distribution expenses
|
31
|
|
|
442
|
|
|
326
|
|
|
802
|
|
||||
Aircraft rent
|
47
|
|
|
73
|
|
|
97
|
|
|
154
|
|
||||
Special charges (credit)
|
(1,449
|
)
|
|
71
|
|
|
(1,386
|
)
|
|
89
|
|
||||
Other operating expenses
|
528
|
|
|
1,546
|
|
|
1,981
|
|
|
3,054
|
|
||||
Total operating expenses
|
3,112
|
|
|
9,930
|
|
|
12,063
|
|
|
19,024
|
|
||||
Operating income (loss)
|
(1,637
|
)
|
|
1,472
|
|
|
(2,609
|
)
|
|
1,967
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Nonoperating income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(196
|
)
|
|
(191
|
)
|
|
(367
|
)
|
|
(379
|
)
|
||||
Interest capitalized
|
17
|
|
|
21
|
|
|
38
|
|
|
43
|
|
||||
Interest income
|
11
|
|
|
38
|
|
|
37
|
|
|
67
|
|
||||
Unrealized gains (losses) on investments, net
|
9
|
|
|
34
|
|
|
(310
|
)
|
|
51
|
|
||||
Miscellaneous, net
|
(207
|
)
|
|
(20
|
)
|
|
(906
|
)
|
|
(28
|
)
|
||||
Total nonoperating expense, net
|
(366
|
)
|
|
(118
|
)
|
|
(1,508
|
)
|
|
(246
|
)
|
||||
Income (loss) before income taxes
|
(2,003
|
)
|
|
1,354
|
|
|
(4,117
|
)
|
|
1,721
|
|
||||
Income tax expense (benefit)
|
(376
|
)
|
|
302
|
|
|
(786
|
)
|
|
377
|
|
||||
Net income (loss)
|
$
|
(1,627
|
)
|
|
$
|
1,052
|
|
|
$
|
(3,331
|
)
|
|
$
|
1,344
|
|
Earnings (loss) per share, basic
|
$
|
(5.79
|
)
|
|
$
|
4.03
|
|
|
$
|
(12.59
|
)
|
|
$
|
5.09
|
|
Earnings (loss) per share, diluted
|
$
|
(5.79
|
)
|
|
$
|
4.02
|
|
|
$
|
(12.59
|
)
|
|
$
|
5.07
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net income (loss)
|
$
|
(1,627
|
)
|
|
$
|
1,052
|
|
|
$
|
(3,331
|
)
|
|
$
|
1,344
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Employee benefit plans
|
(501
|
)
|
|
(17
|
)
|
|
(542
|
)
|
|
(10
|
)
|
||||
Investments and other
|
13
|
|
|
3
|
|
|
1
|
|
|
6
|
|
||||
Total other comprehensive income (loss), net of tax
|
(488
|
)
|
|
(14
|
)
|
|
(541
|
)
|
|
(4
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Total comprehensive income (loss), net
|
$
|
(2,115
|
)
|
|
$
|
1,038
|
|
|
$
|
(3,872
|
)
|
|
$
|
1,340
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
6,505
|
|
|
$
|
2,762
|
|
Short-term investments
|
958
|
|
|
2,182
|
|
||
Receivables, less allowance for credit losses (2020 — $11; 2019 — $9)
|
857
|
|
|
1,364
|
|
||
Aircraft fuel, spare parts and supplies, less obsolescence allowance (2020 — $464; 2019 — $425)
|
955
|
|
|
1,072
|
|
||
Prepaid expenses and other
|
766
|
|
|
814
|
|
||
Total current assets
|
10,041
|
|
|
8,194
|
|
||
Operating property and equipment:
|
|
|
|
||||
Flight equipment
|
37,339
|
|
|
35,421
|
|
||
Other property and equipment
|
8,350
|
|
|
7,926
|
|
||
Purchase deposits for flight equipment
|
1,624
|
|
|
1,360
|
|
||
Total operating property and equipment
|
47,313
|
|
|
44,707
|
|
||
Less — Accumulated depreciation and amortization
|
(15,578
|
)
|
|
(14,537
|
)
|
||
Total operating property and equipment, net
|
31,735
|
|
|
30,170
|
|
||
|
|
|
|
||||
Operating lease right-of-use assets
|
4,738
|
|
|
4,758
|
|
||
|
|
|
|
||||
Other assets:
|
|
|
|
||||
Goodwill
|
4,523
|
|
|
4,523
|
|
||
Intangibles, less accumulated amortization (2020 — $1,467; 2019 — $1,440)
|
2,852
|
|
|
3,009
|
|
||
Restricted cash
|
73
|
|
|
106
|
|
||
Notes receivable, less allowance for credit losses (2020 — $553)
|
141
|
|
|
671
|
|
||
Investments in affiliates and other, net
|
798
|
|
|
1,180
|
|
||
Total other assets
|
8,387
|
|
|
9,489
|
|
||
Total assets
|
$
|
54,901
|
|
|
$
|
52,611
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Advance ticket sales
|
$
|
4,950
|
|
|
$
|
4,819
|
|
Accounts payable
|
1,725
|
|
|
2,703
|
|
||
Frequent flyer deferred revenue
|
840
|
|
|
2,440
|
|
||
Accrued salaries and benefits
|
1,669
|
|
|
2,271
|
|
||
Current maturities of long-term debt
|
4,454
|
|
|
1,407
|
|
||
Current maturities of finance leases
|
93
|
|
|
46
|
|
||
Current maturities of operating leases
|
598
|
|
|
686
|
|
||
Payroll Support Program deferred credit
|
1,508
|
|
|
—
|
|
||
Other
|
558
|
|
|
566
|
|
||
Total current liabilities
|
16,395
|
|
|
14,938
|
|
||
|
|
|
|
||||
Long-term debt
|
14,318
|
|
|
13,145
|
|
||
Long-term obligations under finance leases
|
316
|
|
|
220
|
|
||
Long-term obligations under operating leases
|
5,113
|
|
|
4,946
|
|
||
|
|
|
|
||||
Other liabilities and deferred credits:
|
|
|
|
||||
Frequent flyer deferred revenue
|
4,830
|
|
|
2,836
|
|
||
Postretirement benefit liability
|
957
|
|
|
789
|
|
||
Pension liability
|
2,221
|
|
|
1,446
|
|
||
Deferred income taxes
|
804
|
|
|
1,736
|
|
||
Other
|
1,430
|
|
|
1,024
|
|
||
Total other liabilities and deferred credits
|
10,242
|
|
|
7,831
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
||||
Preferred stock
|
—
|
|
|
—
|
|
||
Common stock at par, $0.01 par value; authorized 1,000,000,000 shares; outstanding 290,982,216 and 251,216,381 shares at June 30, 2020 and December 31, 2019, respectively
|
3
|
|
|
3
|
|
||
Additional capital invested
|
7,307
|
|
|
6,129
|
|
||
Retained earnings
|
6,365
|
|
|
9,716
|
|
||
Stock held in treasury, at cost
|
(3,899
|
)
|
|
(3,599
|
)
|
||
Accumulated other comprehensive loss
|
(1,259
|
)
|
|
(718
|
)
|
||
Total stockholders' equity
|
8,517
|
|
|
11,531
|
|
||
Total liabilities and stockholders' equity
|
$
|
54,901
|
|
|
$
|
52,611
|
|
|
Six Months Ended June 30,
|
||||||
|
2020
|
|
2019
|
||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net cash provided (used) by operating activities
|
$
|
(67
|
)
|
|
$
|
4,625
|
|
|
|
|
|
||||
Cash Flows from Investing Activities:
|
|
|
|
||||
Capital expenditures, net of returns of purchase deposits on flight equipment
|
(1,998
|
)
|
|
(2,467
|
)
|
||
Purchases of short-term and other investments
|
(550
|
)
|
|
(1,443
|
)
|
||
Proceeds from sale of short-term and other investments
|
1,774
|
|
|
1,484
|
|
||
Other, net
|
14
|
|
|
(10
|
)
|
||
Net cash used in investing activities
|
(760
|
)
|
|
(2,436
|
)
|
||
|
|
|
|
||||
Cash Flows from Financing Activities:
|
|
|
|
||||
Proceeds from issuance of short-term debt
|
2,750
|
|
|
—
|
|
||
Proceeds from issuance of long-term debt
|
1,669
|
|
|
996
|
|
||
Proceeds from equity issuance
|
1,135
|
|
|
—
|
|
||
Payments of long-term debt
|
(523
|
)
|
|
(473
|
)
|
||
Repurchases of common stock
|
(353
|
)
|
|
(1,062
|
)
|
||
Principal payments under finance leases
|
(41
|
)
|
|
(63
|
)
|
||
Capitalized financing costs
|
(48
|
)
|
|
(30
|
)
|
||
Other, net
|
(18
|
)
|
|
(30
|
)
|
||
Net cash provided (used) in financing activities
|
4,571
|
|
|
(662
|
)
|
||
Net increase in cash, cash equivalents and restricted cash
|
3,744
|
|
|
1,527
|
|
||
Cash, cash equivalents and restricted cash at beginning of the period
|
2,868
|
|
|
1,799
|
|
||
Cash, cash equivalents and restricted cash at end of the period (a)
|
$
|
6,612
|
|
|
$
|
3,326
|
|
|
|
|
|
||||
Investing and Financing Activities Not Affecting Cash:
|
|
|
|
||||
Property and equipment acquired through the issuance of debt
|
$
|
327
|
|
|
$
|
220
|
|
Property and equipment acquired through other financial liabilities
|
280
|
|
|
—
|
|
||
Lease modifications and lease conversions
|
470
|
|
|
36
|
|
||
Right-of-use assets acquired through operating leases
|
48
|
|
|
99
|
|
||
Property and equipment acquired through finance leases
|
19
|
|
|
8
|
|
Cash and cash equivalents
|
$
|
6,505
|
|
|
$
|
3,221
|
|
Restricted cash (included in Prepaid expenses and other)
|
34
|
|
|
—
|
|
||
Restricted cash
|
73
|
|
|
105
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
6,612
|
|
|
$
|
3,326
|
|
|
Common
Stock
|
|
Additional
Capital Invested
|
|
Treasury Stock
|
|
Retained Earnings
|
|
Accumulated
Other Comprehensive Loss
|
|
Total
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||
Balance at March 31, 2020
|
247.3
|
|
|
$
|
3
|
|
|
$
|
6,096
|
|
|
$
|
(3,901
|
)
|
|
$
|
7,991
|
|
|
$
|
(771
|
)
|
|
$
|
9,418
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,627
|
)
|
|
—
|
|
|
(1,627
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(488
|
)
|
|
(488
|
)
|
||||||
Stock settled share-based compensation
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
||||||
Sale of common stock
|
43.7
|
|
|
—
|
|
|
1,135
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,135
|
|
||||||
Warrants issued
|
—
|
|
|
—
|
|
|
57
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57
|
|
||||||
Net treasury stock issued for share-based awards
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
2
|
|
|
1
|
|
|
—
|
|
|
2
|
|
||||||
Balance at June 30, 2020
|
291.0
|
|
|
$
|
3
|
|
|
$
|
7,307
|
|
|
$
|
(3,899
|
)
|
|
$
|
6,365
|
|
|
$
|
(1,259
|
)
|
|
$
|
8,517
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at December 31, 2019
|
251.2
|
|
|
$
|
3
|
|
|
$
|
6,129
|
|
|
$
|
(3,599
|
)
|
|
$
|
9,716
|
|
|
$
|
(718
|
)
|
|
$
|
11,531
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,331
|
)
|
|
—
|
|
|
(3,331
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(541
|
)
|
|
(541
|
)
|
||||||
Stock settled share-based compensation
|
—
|
|
|
—
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42
|
|
||||||
Sale of common stock
|
43.7
|
|
|
—
|
|
|
1,135
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,135
|
|
||||||
Repurchases of common stock
|
(4.4
|
)
|
|
—
|
|
|
—
|
|
|
(342
|
)
|
|
—
|
|
|
—
|
|
|
(342
|
)
|
||||||
Net treasury stock issued for share-based awards
|
0.5
|
|
|
—
|
|
|
(56
|
)
|
|
42
|
|
|
(3
|
)
|
|
—
|
|
|
(17
|
)
|
||||||
Warrants issued
|
—
|
|
|
—
|
|
|
57
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57
|
|
||||||
Adoption of new accounting standard (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
(17
|
)
|
||||||
Balance at June 30, 2020
|
291.0
|
|
|
$
|
3
|
|
|
$
|
7,307
|
|
|
$
|
(3,899
|
)
|
|
$
|
6,365
|
|
|
$
|
(1,259
|
)
|
|
$
|
8,517
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at March 31, 2019
|
264.3
|
|
|
$
|
3
|
|
|
$
|
6,080
|
|
|
$
|
(2,487
|
)
|
|
$
|
6,999
|
|
|
$
|
(793
|
)
|
|
$
|
9,802
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,052
|
|
|
—
|
|
|
1,052
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
(14
|
)
|
||||||
Stock settled share-based compensation
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
||||||
Repurchases of common stock
|
(6.6
|
)
|
|
—
|
|
|
—
|
|
|
(536
|
)
|
|
—
|
|
|
—
|
|
|
(536
|
)
|
||||||
Net treasury stock issued for share-based awards
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Balance at June 30, 2019
|
257.7
|
|
|
$
|
3
|
|
|
$
|
6,096
|
|
|
$
|
(3,022
|
)
|
|
$
|
8,050
|
|
|
$
|
(807
|
)
|
|
$
|
10,320
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at December 31, 2018
|
269.9
|
|
|
$
|
3
|
|
|
$
|
6,120
|
|
|
$
|
(1,993
|
)
|
|
$
|
6,715
|
|
|
$
|
(803
|
)
|
|
$
|
10,042
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,344
|
|
|
—
|
|
|
1,344
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
||||||
Stock settled share-based compensation
|
—
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
||||||
Repurchases of common stock
|
(12.7
|
)
|
|
—
|
|
|
—
|
|
|
(1,063
|
)
|
|
—
|
|
|
—
|
|
|
(1,063
|
)
|
||||||
Net treasury stock issued for share-based awards
|
0.5
|
|
|
—
|
|
|
(55
|
)
|
|
34
|
|
|
(9
|
)
|
|
—
|
|
|
(30
|
)
|
||||||
Balance at June 30, 2019
|
257.7
|
|
|
$
|
3
|
|
|
$
|
6,096
|
|
|
$
|
(3,022
|
)
|
|
$
|
8,050
|
|
|
$
|
(807
|
)
|
|
$
|
10,320
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Operating revenue:
|
|
|
|
|
|
|
|
||||||||
Passenger revenue
|
$
|
681
|
|
|
$
|
10,486
|
|
|
$
|
7,746
|
|
|
$
|
19,211
|
|
Cargo
|
402
|
|
|
295
|
|
|
666
|
|
|
581
|
|
||||
Other operating revenue
|
392
|
|
|
621
|
|
|
1,042
|
|
|
1,199
|
|
||||
Total operating revenue
|
1,475
|
|
|
11,402
|
|
|
9,454
|
|
|
20,991
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating expense:
|
|
|
|
|
|
|
|
||||||||
Salaries and related costs
|
2,170
|
|
|
3,057
|
|
|
5,125
|
|
|
5,930
|
|
||||
Aircraft fuel
|
240
|
|
|
2,385
|
|
|
1,966
|
|
|
4,408
|
|
||||
Regional capacity purchase
|
388
|
|
|
715
|
|
|
1,125
|
|
|
1,403
|
|
||||
Landing fees and other rent
|
429
|
|
|
660
|
|
|
1,052
|
|
|
1,248
|
|
||||
Depreciation and amortization
|
618
|
|
|
560
|
|
|
1,233
|
|
|
1,107
|
|
||||
Aircraft maintenance materials and outside repairs
|
110
|
|
|
421
|
|
|
544
|
|
|
829
|
|
||||
Distribution expenses
|
31
|
|
|
442
|
|
|
326
|
|
|
802
|
|
||||
Aircraft rent
|
47
|
|
|
73
|
|
|
97
|
|
|
154
|
|
||||
Special charges (credit)
|
(1,449
|
)
|
|
71
|
|
|
(1,386
|
)
|
|
89
|
|
||||
Other operating expenses
|
527
|
|
|
1,546
|
|
|
1,980
|
|
|
3,053
|
|
||||
Total operating expense
|
3,111
|
|
|
9,930
|
|
|
12,062
|
|
|
19,023
|
|
||||
Operating income (loss)
|
(1,636
|
)
|
|
1,472
|
|
|
(2,608
|
)
|
|
1,968
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Nonoperating income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(196
|
)
|
|
(191
|
)
|
|
(367
|
)
|
|
(379
|
)
|
||||
Interest capitalized
|
17
|
|
|
21
|
|
|
38
|
|
|
43
|
|
||||
Interest income
|
11
|
|
|
38
|
|
|
37
|
|
|
67
|
|
||||
Unrealized gains (losses) on investments, net
|
9
|
|
|
34
|
|
|
(310
|
)
|
|
51
|
|
||||
Miscellaneous, net
|
(208
|
)
|
|
(20
|
)
|
|
(906
|
)
|
|
(28
|
)
|
||||
Total nonoperating expense, net
|
(367
|
)
|
|
(118
|
)
|
|
(1,508
|
)
|
|
(246
|
)
|
||||
Income (loss) before income taxes
|
(2,003
|
)
|
|
1,354
|
|
|
(4,116
|
)
|
|
1,722
|
|
||||
Income tax expense (benefit)
|
(377
|
)
|
|
302
|
|
|
(786
|
)
|
|
377
|
|
||||
Net income (loss)
|
$
|
(1,626
|
)
|
|
$
|
1,052
|
|
|
$
|
(3,330
|
)
|
|
$
|
1,345
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net income (loss)
|
$
|
(1,626
|
)
|
|
$
|
1,052
|
|
|
$
|
(3,330
|
)
|
|
$
|
1,345
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Employee benefit plans
|
(501
|
)
|
|
(17
|
)
|
|
(542
|
)
|
|
(10
|
)
|
||||
Investments and other
|
13
|
|
|
3
|
|
|
1
|
|
|
6
|
|
||||
Total other comprehensive income (loss), net of tax
|
(488
|
)
|
|
(14
|
)
|
|
(541
|
)
|
|
(4
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Total comprehensive income (loss), net
|
$
|
(2,114
|
)
|
|
$
|
1,038
|
|
|
$
|
(3,871
|
)
|
|
$
|
1,341
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
6,505
|
|
|
$
|
2,756
|
|
Short-term investments
|
958
|
|
|
2,182
|
|
||
Receivables, less allowance for credit losses (2020 — $11; 2019 — $9)
|
857
|
|
|
1,364
|
|
||
Aircraft fuel, spare parts and supplies, less obsolescence allowance (2020 — $464; 2019 — $425)
|
955
|
|
|
1,072
|
|
||
Prepaid expenses and other
|
766
|
|
|
814
|
|
||
Total current assets
|
10,041
|
|
|
8,188
|
|
||
Operating property and equipment:
|
|
|
|
||||
Flight equipment
|
37,339
|
|
|
35,421
|
|
||
Other property and equipment
|
8,350
|
|
|
7,926
|
|
||
Purchase deposits for flight equipment
|
1,624
|
|
|
1,360
|
|
||
Total operating property and equipment
|
47,313
|
|
|
44,707
|
|
||
Less — Accumulated depreciation and amortization
|
(15,578
|
)
|
|
(14,537
|
)
|
||
Total operating property and equipment, net
|
31,735
|
|
|
30,170
|
|
||
|
|
|
|
||||
Operating lease right-of-use assets
|
4,738
|
|
|
4,758
|
|
||
|
|
|
|
||||
Other assets:
|
|
|
|
||||
Goodwill
|
4,523
|
|
|
4,523
|
|
||
Intangibles, less accumulated amortization (2020 — $1,467; 2019 — $1,440)
|
2,852
|
|
|
3,009
|
|
||
Restricted cash
|
73
|
|
|
106
|
|
||
Notes receivable, less allowance for credit losses (2020 — $553)
|
141
|
|
|
671
|
|
||
Investments in affiliates and other, net
|
798
|
|
|
1,180
|
|
||
Total other assets
|
8,387
|
|
|
9,489
|
|
||
Total assets
|
$
|
54,901
|
|
|
$
|
52,605
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
LIABILITIES AND STOCKHOLDER'S EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Advance ticket sales
|
$
|
4,950
|
|
|
$
|
4,819
|
|
Accounts payable
|
1,725
|
|
|
2,703
|
|
||
Frequent flyer deferred revenue
|
840
|
|
|
2,440
|
|
||
Accrued salaries and benefits
|
1,669
|
|
|
2,271
|
|
||
Current maturities of long-term debt
|
4,454
|
|
|
1,407
|
|
||
Current maturities of finance leases
|
93
|
|
|
46
|
|
||
Current maturities of operating leases
|
598
|
|
|
686
|
|
||
Payroll Support Program deferred credit
|
1,508
|
|
|
—
|
|
||
Other
|
562
|
|
|
571
|
|
||
Total current liabilities
|
16,399
|
|
|
14,943
|
|
||
|
|
|
|
||||
Long-term debt
|
14,318
|
|
|
13,145
|
|
||
Long-term obligations under finance leases
|
316
|
|
|
220
|
|
||
Long-term obligations under operating leases
|
5,113
|
|
|
4,946
|
|
||
|
|
|
|
||||
Other liabilities and deferred credits:
|
|
|
|
||||
Frequent flyer deferred revenue
|
4,830
|
|
|
2,836
|
|
||
Postretirement benefit liability
|
957
|
|
|
789
|
|
||
Pension liability
|
2,221
|
|
|
1,446
|
|
||
Deferred income taxes
|
832
|
|
|
1,763
|
|
||
Other
|
1,430
|
|
|
1,025
|
|
||
Total other liabilities and deferred credits
|
10,270
|
|
|
7,859
|
|
||
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 June 30, 2020 and December 31, 2019
|
—
|
|
|
—
|
|
||
Additional capital invested
|
30
|
|
|
—
|
|
||
Retained earnings
|
8,676
|
|
|
12,353
|
|
||
Accumulated other comprehensive loss
|
(1,259
|
)
|
|
(718
|
)
|
||
Receivable from related parties
|
1,038
|
|
|
(143
|
)
|
||
Total stockholder's equity
|
8,485
|
|
|
11,492
|
|
||
Total liabilities and stockholder's equity
|
$
|
54,901
|
|
|
$
|
52,605
|
|
|
Six Months Ended June 30,
|
||||||
|
2020
|
|
2019
|
||||
|
|
|
|
||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net cash provided (used) by operating activities
|
$
|
(78
|
)
|
|
$
|
4,596
|
|
|
|
|
|
||||
Cash Flows from Investing Activities:
|
|
|
|
||||
Capital expenditures, net of returns of purchase deposits on flight equipment
|
(1,998
|
)
|
|
(2,467
|
)
|
||
Purchases of short-term investments and other investments
|
(550
|
)
|
|
(1,443
|
)
|
||
Proceeds from sale of short-term and other investments
|
1,774
|
|
|
1,484
|
|
||
Other, net
|
14
|
|
|
(10
|
)
|
||
Net cash used in investing activities
|
(760
|
)
|
|
(2,436
|
)
|
||
|
|
|
|
||||
Cash Flows from Financing Activities:
|
|
|
|
||||
Proceeds from issuance of short-term debt
|
2,750
|
|
|
—
|
|
||
Proceeds from issuance of long-term debt
|
1,669
|
|
|
996
|
|
||
Proceeds from issuance of parent's stock
|
1,135
|
|
|
—
|
|
||
Payments of long-term debt
|
(523
|
)
|
|
(473
|
)
|
||
Dividend to UAL
|
(353
|
)
|
|
(1,062
|
)
|
||
Principal payments under finance leases
|
(41
|
)
|
|
(63
|
)
|
||
Capitalized financing costs
|
(48
|
)
|
|
(30
|
)
|
||
Other, net
|
(1
|
)
|
|
(1
|
)
|
||
Net cash provided (used) in financing activities
|
4,588
|
|
|
(633
|
)
|
||
Net increase in cash, cash equivalents and restricted cash
|
3,750
|
|
|
1,527
|
|
||
Cash, cash equivalents and restricted cash at beginning of the period
|
2,862
|
|
|
1,793
|
|
||
Cash, cash equivalents and restricted cash at end of the period (a)
|
$
|
6,612
|
|
|
$
|
3,320
|
|
|
|
|
|
||||
Investing and Financing Activities Not Affecting Cash:
|
|
|
|
||||
Property and equipment acquired through the issuance of debt
|
$
|
327
|
|
|
$
|
220
|
|
Property and equipment acquired through other financial liabilities
|
280
|
|
|
—
|
|
||
Lease modifications and lease conversions
|
470
|
|
|
36
|
|
||
Right-of-use assets acquired through operating leases
|
48
|
|
|
99
|
|
||
Property and equipment acquired through finance leases
|
19
|
|
|
8
|
|
Cash and cash equivalents
|
$
|
6,505
|
|
|
$
|
3,215
|
|
Restricted cash (included in Prepaid expenses and other)
|
34
|
|
|
—
|
|
||
Restricted cash
|
73
|
|
|
105
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
6,612
|
|
|
$
|
3,320
|
|
|
Additional
Capital Invested
|
|
Retained Earnings
|
|
Accumulated
Other Comprehensive Loss
|
|
Receivable from Related Parties, Net
|
|
Total
|
|||||||||||
Balance at March 31, 2020
|
$
|
10
|
|
|
$
|
10,302
|
|
|
$
|
(771
|
)
|
|
$
|
(161
|
)
|
|
$
|
9,380
|
|
|
Net loss
|
—
|
|
|
(1,626
|
)
|
|
—
|
|
|
—
|
|
|
(1,626
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
(488
|
)
|
|
—
|
|
|
(488
|
)
|
||||||
Stock settled share-based compensation
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
1,199
|
|
|
1,199
|
|
||||||
Balance at June 30, 2020
|
$
|
30
|
|
|
$
|
8,676
|
|
|
$
|
(1,259
|
)
|
|
$
|
1,038
|
|
|
$
|
8,485
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at December 31, 2019
|
$
|
—
|
|
|
$
|
12,353
|
|
|
$
|
(718
|
)
|
|
$
|
(143
|
)
|
|
$
|
11,492
|
|
|
Net loss
|
—
|
|
|
(3,330
|
)
|
|
—
|
|
|
—
|
|
|
(3,330
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
(541
|
)
|
|
—
|
|
|
(541
|
)
|
||||||
Dividend to UAL
|
(12
|
)
|
|
(330
|
)
|
|
—
|
|
|
—
|
|
|
(342
|
)
|
||||||
Stock settled share-based compensation
|
42
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
1,181
|
|
|
1,181
|
|
||||||
Adoption of new accounting standard (a)
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
||||||
Balance at June 30, 2020
|
$
|
30
|
|
|
$
|
8,676
|
|
|
$
|
(1,259
|
)
|
|
$
|
1,038
|
|
|
$
|
8,485
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at March 31, 2019
|
$
|
84
|
|
|
$
|
10,612
|
|
|
$
|
(793
|
)
|
|
$
|
(140
|
)
|
|
$
|
9,763
|
|
|
Net income
|
—
|
|
|
1,052
|
|
|
—
|
|
|
—
|
|
|
1,052
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
||||||
Dividend to UAL
|
(102
|
)
|
|
(434
|
)
|
|
—
|
|
|
—
|
|
|
(536
|
)
|
||||||
Stock settled share-based compensation
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
||||||
Other
|
1
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||||
Balance at June 30, 2019
|
$
|
—
|
|
|
$
|
11,230
|
|
|
$
|
(807
|
)
|
|
$
|
(141
|
)
|
|
$
|
10,282
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at December 31, 2018
|
$
|
598
|
|
|
$
|
10,319
|
|
|
$
|
(803
|
)
|
|
$
|
(110
|
)
|
|
$
|
10,004
|
|
|
Net income (a)
|
—
|
|
|
1,345
|
|
|
—
|
|
|
—
|
|
|
1,345
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
||||||
Dividend to UAL
|
(629
|
)
|
|
(434
|
)
|
|
—
|
|
|
—
|
|
|
(1,063
|
)
|
||||||
Stock settled share-based compensation
|
31
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
|
(31
|
)
|
||||||
Balance at June 30, 2019
|
$
|
—
|
|
|
$
|
11,230
|
|
|
$
|
(807
|
)
|
|
$
|
(141
|
)
|
|
$
|
10,282
|
|
•
|
reduced its planned capital expenditures and reduced operating expenditures for the remainder of 2020 and 2021 (including by postponing projects deemed non-critical to the Company's operations);
|
•
|
terminated its share repurchase program;
|
•
|
as of July 2, 2020, issued or entered into approximately $10.0 billion ($3.0 billion through June 30, 2020) in secured notes, secured term loan facilities and new aircraft financings, including $6.8 billion of senior secured notes and a secured term loan facility (the "MileagePlus Financing") secured by substantially all of the assets of Mileage Plus Holdings, LLC, a direct wholly-owned subsidiary of United ("MPH"), and Mileage Plus Intellectual Property Assets, Ltd., an indirect wholly-owned subsidiary of MPH ("MIPA");
|
•
|
raised approximately $1.1 billion in cash proceeds in an underwritten public offering of UAL common stock;
|
•
|
entered into an equity distribution agreement relating to the issuance and sale, from time to time, of up to 28 million shares of UAL common stock;
|
•
|
borrowed, on July 2, 2020, $1.0 billion under the $2.0 billion revolving credit facility of the Amended and Restated Credit and Guaranty Agreement (the "Revolving Credit Agreement");
|
•
|
entered into an agreement to finance certain aircraft currently subject to purchase agreements through a sale and leaseback transaction;
|
•
|
elected to defer the payment of $78 million in payroll taxes incurred through June 30, 2020, as provided by the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), until 2021 and 2022;
|
•
|
temporarily grounded certain of its mainline fleet; and
|
•
|
taken a number of actions to reduce employee-related costs, including, among other items, the Company's Chief Executive Officer and President waived 100% of their respective base salaries through 2020, other officers temporarily waived a portion of their base salaries, the Company's non-employee directors waived 100% of their cash compensation for the second and third quarters of 2020, the Company suspended merit salary increases and implemented a temporary four-day work week for management and administrative employees and the Company offered voluntary unpaid leaves of absence.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Domestic (U.S. and Canada)
|
$
|
925
|
|
|
$
|
7,087
|
|
|
$
|
6,003
|
|
|
$
|
12,962
|
|
Atlantic
|
219
|
|
|
2,066
|
|
|
1,434
|
|
|
3,524
|
|
||||
Pacific
|
258
|
|
|
1,306
|
|
|
1,064
|
|
|
2,587
|
|
||||
Latin America
|
73
|
|
|
943
|
|
|
953
|
|
|
1,918
|
|
||||
Total
|
$
|
1,475
|
|
|
$
|
11,402
|
|
|
$
|
9,454
|
|
|
$
|
20,991
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Total Frequent flyer deferred revenue - beginning balance
|
$
|
5,488
|
|
|
$
|
5,138
|
|
|
$
|
5,276
|
|
|
$
|
5,005
|
|
Total miles awarded
|
228
|
|
|
682
|
|
|
787
|
|
|
1,289
|
|
||||
Travel miles redeemed (Passenger revenue)
|
(34
|
)
|
|
(589
|
)
|
|
(356
|
)
|
|
(1,027
|
)
|
||||
Non-travel miles redeemed (Other operating revenue)
|
(12
|
)
|
|
(33
|
)
|
|
(37
|
)
|
|
(69
|
)
|
||||
Total Frequent flyer deferred revenue - ending balance
|
$
|
5,670
|
|
|
$
|
5,198
|
|
|
$
|
5,670
|
|
|
$
|
5,198
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Earnings (loss) available to common stockholders
|
$
|
(1,627
|
)
|
|
$
|
1,052
|
|
|
$
|
(3,331
|
)
|
|
$
|
1,344
|
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted-average shares outstanding
|
280.7
|
|
|
260.8
|
|
|
264.6
|
|
|
263.9
|
|
||||
Effect of employee stock awards and warrants (a)
|
—
|
|
|
0.8
|
|
|
—
|
|
|
1.0
|
|
||||
Diluted weighted-average shares outstanding
|
280.7
|
|
|
261.6
|
|
|
264.6
|
|
|
264.9
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share, basic
|
$
|
(5.79
|
)
|
|
$
|
4.03
|
|
|
$
|
(12.59
|
)
|
|
$
|
5.09
|
|
Earnings (loss) per share, diluted
|
$
|
(5.79
|
)
|
|
$
|
4.02
|
|
|
$
|
(12.59
|
)
|
|
$
|
5.07
|
|
|
|
Pension and Other Postretirement Liabilities
|
|
Investments and Other
|
|
Deferred Taxes
|
|
Total
|
|||||||||
Balance at March 31, 2020
|
|
$
|
(613
|
)
|
|
$
|
(14
|
)
|
|
$
|
(144
|
)
|
|
$
|
(771
|
)
|
|
Changes in value
|
|
(721
|
)
|
|
17
|
|
|
156
|
|
|
(548
|
)
|
|||||
Amounts reclassified to earnings
|
|
77
|
|
(a)
|
—
|
|
|
(17
|
)
|
|
60
|
|
|||||
Balance at June 30, 2020
|
|
$
|
(1,257
|
)
|
|
$
|
3
|
|
|
$
|
(5
|
)
|
|
$
|
(1,259
|
)
|
|
Balance at December 31, 2019
|
|
$
|
(560
|
)
|
|
$
|
2
|
|
|
$
|
(160
|
)
|
|
$
|
(718
|
)
|
|
Changes in value
|
|
(770
|
)
|
|
1
|
|
|
171
|
|
|
(598
|
)
|
|||||
Amounts reclassified to earnings
|
|
73
|
|
(a)
|
—
|
|
|
(16
|
)
|
|
57
|
|
|||||
Balance at June 30, 2020
|
|
$
|
(1,257
|
)
|
|
$
|
3
|
|
|
$
|
(5
|
)
|
|
$
|
(1,259
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at March 31, 2019
|
|
$
|
(654
|
)
|
|
$
|
1
|
|
|
$
|
(140
|
)
|
|
$
|
(793
|
)
|
|
Changes in value
|
|
(29
|
)
|
|
2
|
|
|
7
|
|
|
(20
|
)
|
|||||
Amounts reclassified to earnings
|
|
8
|
|
(a)
|
—
|
|
|
(2
|
)
|
|
6
|
|
|||||
Balance at June 30, 2019
|
|
$
|
(675
|
)
|
|
$
|
3
|
|
|
$
|
(135
|
)
|
|
$
|
(807
|
)
|
|
Balance at December 31, 2018
|
|
$
|
(663
|
)
|
|
$
|
(4
|
)
|
|
$
|
(136
|
)
|
|
$
|
(803
|
)
|
|
Changes in value
|
|
(24
|
)
|
|
7
|
|
|
4
|
|
|
(13
|
)
|
|||||
Amounts reclassified to earnings
|
|
12
|
|
(a)
|
—
|
|
|
(3
|
)
|
|
9
|
|
|||||
Balance at June 30, 2019
|
|
$
|
(675
|
)
|
|
$
|
3
|
|
|
$
|
(135
|
)
|
|
$
|
(807
|
)
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
|
Affected Line Item
in the Statements of Consolidated Operations |
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
|
||||||||
Service cost
|
|
$
|
53
|
|
|
$
|
46
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
Salaries and related costs
|
Interest cost
|
|
56
|
|
|
57
|
|
|
7
|
|
|
14
|
|
|
Miscellaneous, net
|
||||
Expected return on plan assets
|
|
(91
|
)
|
|
(73
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
Miscellaneous, net
|
||||
Amortization of unrecognized (gain) loss
|
|
37
|
|
|
29
|
|
|
(11
|
)
|
|
(15
|
)
|
|
Miscellaneous, net
|
||||
Amortization of prior service credit
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
|
(9
|
)
|
|
Miscellaneous, net
|
||||
Settlement loss
|
|
11
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
Miscellaneous, net
|
||||
Settlement loss - VSPs (defined below)
|
|
71
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Miscellaneous, net
|
||||
Special termination benefit - VSPs
|
|
35
|
|
|
—
|
|
|
125
|
|
|
—
|
|
|
Miscellaneous, net
|
||||
Total
|
|
$
|
172
|
|
|
$
|
62
|
|
|
$
|
92
|
|
|
$
|
(8
|
)
|
|
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
|
Affected Line Item
in the Statements of Consolidated Operations |
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
|
||||||||
Service cost
|
|
$
|
107
|
|
|
$
|
92
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
Salaries and related costs
|
Interest cost
|
|
112
|
|
|
114
|
|
|
14
|
|
|
29
|
|
|
Miscellaneous, net
|
||||
Expected return on plan assets
|
|
(182
|
)
|
|
(145
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
Miscellaneous, net
|
||||
Amortization of unrecognized (gain) loss
|
|
72
|
|
|
58
|
|
|
(22
|
)
|
|
(30
|
)
|
|
Miscellaneous, net
|
||||
Amortization of prior service credit
|
|
—
|
|
|
—
|
|
|
(62
|
)
|
|
(19
|
)
|
|
Miscellaneous, net
|
||||
Settlement loss
|
|
14
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
Miscellaneous, net
|
||||
Settlement loss - VSPs (defined below)
|
|
71
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Miscellaneous, net
|
||||
Special termination benefit - VSPs
|
|
35
|
|
|
—
|
|
|
125
|
|
|
—
|
|
|
Miscellaneous, net
|
||||
Total
|
|
$
|
229
|
|
|
$
|
122
|
|
|
$
|
59
|
|
|
$
|
(16
|
)
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Share-based compensation expense
|
$
|
24
|
|
|
$
|
21
|
|
|
$
|
42
|
|
|
$
|
37
|
|
|
|
|
|
|
|
|
|
||||||||
|
June 30, 2020
|
|
December 31, 2019
|
|
|
|
|
||||||||
Unrecognized share-based compensation
|
$
|
135
|
|
|
$
|
77
|
|
|
|
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||||||||||||||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||
Cash and cash equivalents
|
$
|
6,505
|
|
|
$
|
6,505
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,762
|
|
|
$
|
2,762
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Corporate debt
|
558
|
|
|
—
|
|
|
558
|
|
|
—
|
|
|
1,045
|
|
|
—
|
|
|
1,045
|
|
|
—
|
|
||||||||
Asset-backed securities
|
309
|
|
|
—
|
|
|
309
|
|
|
—
|
|
|
690
|
|
|
—
|
|
|
690
|
|
|
—
|
|
||||||||
U.S. government and agency notes
|
81
|
|
|
—
|
|
|
81
|
|
|
—
|
|
|
124
|
|
|
—
|
|
|
124
|
|
|
—
|
|
||||||||
Certificates of deposit placed through an account registry service ("CDARS")
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
35
|
|
|
—
|
|
||||||||
Other fixed-income securities
|
10
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
95
|
|
|
—
|
|
|
95
|
|
|
—
|
|
||||||||
Other investments measured at net asset value ("NAV")
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
193
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Restricted cash
|
107
|
|
|
107
|
|
|
—
|
|
|
—
|
|
|
106
|
|
|
106
|
|
|
—
|
|
|
—
|
|
||||||||
Long-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Equity securities
|
101
|
|
|
101
|
|
|
—
|
|
|
—
|
|
|
385
|
|
|
385
|
|
|
—
|
|
|
—
|
|
||||||||
AVH Derivative Assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
24
|
|
||||||||
Other assets
|
16
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
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, other than Other investments measured at NAV,
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.
|
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.
|
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.
|
|
|
|
|
Scheduled Aircraft Deliveries
|
|||||||||||
Aircraft Type
|
|
Number of Firm
Commitments (a) |
|
Last Six Months of 2020
|
|
2021
|
|
2022
|
|
After 2022
|
|||||
Airbus A321XLR
|
|
50
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50
|
|
Airbus A350
|
|
45
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
Boeing 737 MAX
|
|
171
|
|
|
16
|
|
|
24
|
|
|
—
|
|
|
131
|
|
Boeing 787
|
|
16
|
|
|
8
|
|
|
8
|
|
|
—
|
|
|
—
|
|
Embraer E175
|
|
20
|
|
|
16
|
|
|
4
|
|
|
—
|
|
|
—
|
|
(a) United also has options and purchase rights for additional aircraft.
|
|
|
|
|
|
|
|
|
|
|
Last six months of 2020
|
|
$
|
1.8
|
|
2021
|
|
3.5
|
|
|
2022
|
|
1.3
|
|
|
2023
|
|
2.7
|
|
|
2024
|
|
1.7
|
|
|
After 2024
|
|
13.9
|
|
|
|
|
$
|
24.9
|
|
Last six months of 2020
|
|
$
|
0.9
|
|
2021
|
|
2.3
|
|
|
2022
|
|
2.3
|
|
|
2023
|
|
1.7
|
|
|
2024
|
|
1.6
|
|
|
After 2024
|
|
4.5
|
|
|
|
|
$
|
13.3
|
|
EETC Issuance Date
|
|
Class
|
|
Face Amount
|
|
Stated interest rate
|
|
Total proceeds received from issuance of debt during 2020
|
|
Total debt recorded as of June 30, 2020
|
||||||
September 2019
|
|
AA
|
|
$
|
702
|
|
|
2.70%
|
|
$
|
189
|
|
|
$
|
702
|
|
September 2019
|
|
A
|
|
287
|
|
|
2.90%
|
|
77
|
|
|
287
|
|
|||
September 2019
|
|
B
|
|
232
|
|
|
3.50%
|
|
62
|
|
|
232
|
|
|||
|
|
|
|
$
|
1,221
|
|
|
|
|
$
|
328
|
|
|
$
|
1,221
|
|
Last six months of 2020
|
|
$
|
898
|
|
2021
|
|
4,298
|
|
|
2022
|
|
1,807
|
|
|
2023
|
|
857
|
|
|
2024
|
|
3,164
|
|
|
After 2024
|
|
7,934
|
|
|
|
|
$
|
18,958
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
CARES Act grant
|
$
|
(1,589
|
)
|
|
$
|
—
|
|
|
$
|
(1,589
|
)
|
|
$
|
—
|
|
Impairment of assets
|
80
|
|
|
61
|
|
|
130
|
|
|
69
|
|
||||
Severance and benefit costs
|
63
|
|
|
6
|
|
|
63
|
|
|
12
|
|
||||
(Gains) losses on sale of assets and other special charges
|
(3
|
)
|
|
4
|
|
|
10
|
|
|
8
|
|
||||
Total operating special charges (credit)
|
(1,449
|
)
|
|
71
|
|
|
(1,386
|
)
|
|
89
|
|
||||
Nonoperating special termination benefits and settlement losses
|
231
|
|
|
—
|
|
|
231
|
|
|
—
|
|
||||
Nonoperating unrealized (gains) losses on investments
|
(9
|
)
|
|
(34
|
)
|
|
310
|
|
|
(51
|
)
|
||||
Nonoperating credit loss on BRW Term Loan and related guarantee
|
—
|
|
|
—
|
|
|
697
|
|
|
—
|
|
||||
Total nonoperating special charges (credit) and unrealized (gains) losses on investments
|
222
|
|
|
(34
|
)
|
|
1,238
|
|
|
(51
|
)
|
||||
Total operating and nonoperating special charges (credit) and unrealized (gains) losses on investments
|
(1,227
|
)
|
|
37
|
|
|
(148
|
)
|
|
38
|
|
||||
Income tax expense (benefit), net of valuation allowance
|
241
|
|
|
(8
|
)
|
|
227
|
|
|
(8
|
)
|
||||
Total operating and nonoperating special charges (credit) and unrealized (gains) losses on investments, net of income taxes
|
$
|
(986
|
)
|
|
$
|
29
|
|
|
$
|
79
|
|
|
$
|
30
|
|
•
|
reduced its planned capital expenditures and reduced operating expenditures for the remainder of 2020 and 2021 (including by postponing projects deemed non-critical to the Company's operations);
|
•
|
terminated its share repurchase program;
|
•
|
as of July 2, 2020, issued or entered into approximately $10.0 billion ($3.0 billion through June 30, 2020) in secured notes, secured term loan facilities and new aircraft financings, including $6.8 billion of senior secured notes and a secured term loan facility (the "MileagePlus Financing") secured by substantially all of the assets of Mileage Plus Holdings, LLC, a direct wholly-owned subsidiary of United ("MPH"), and Mileage Plus Intellectual Property Assets, Ltd., an indirect wholly-owned subsidiary of MPH ("MIPA");
|
•
|
raised approximately $1.1 billion in cash proceeds in an underwritten public offering of UAL common stock;
|
•
|
entered into an equity distribution agreement relating to the issuance and sale, from time to time, of up to 28 million shares of UAL common stock;
|
•
|
borrowed, on July 2, 2020, $1.0 billion under the $2.0 billion revolving credit facility of the Amended and Restated Credit and Guaranty Agreement (the "Revolving Credit Agreement");
|
•
|
entered into an agreement to finance certain aircraft currently subject to purchase agreements through a sale and leaseback transaction;
|
•
|
elected to defer the payment of $78 million in payroll taxes incurred through June 30, 2020, as provided by the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), until 2021 and 2022;
|
•
|
temporarily grounded certain of its mainline fleet; and
|
•
|
taken a number of actions to reduce employee-related costs, including, among other items, the Company's Chief Executive Officer and President waived 100% of their respective base salaries through 2020, other officers temporarily waived a portion of their base salaries, the Company's non-employee directors waived 100% of their cash compensation for the second and third quarters of 2020, the Company suspended merit salary increases and implemented a temporary four-day work week for management and administrative employees and the Company offered voluntary unpaid leaves of absence.
|
|
|
2020
|
|
2019
|
|
Increase (Decrease)
|
|
% Change
|
|||||||
Operating revenue
|
|
$
|
1,475
|
|
|
$
|
11,402
|
|
|
$
|
(9,927
|
)
|
|
(87.1
|
)
|
Operating expense
|
|
3,112
|
|
|
9,930
|
|
|
(6,818
|
)
|
|
(68.7
|
)
|
|||
Operating income (loss)
|
|
(1,637
|
)
|
|
1,472
|
|
|
(3,109
|
)
|
|
NM
|
|
|||
Nonoperating income (expense)
|
|
(366
|
)
|
|
(118
|
)
|
|
248
|
|
|
210.2
|
|
|||
Income tax expense (benefit)
|
|
(376
|
)
|
|
302
|
|
|
(678
|
)
|
|
NM
|
|
|||
Net income (loss)
|
|
$
|
(1,627
|
)
|
|
$
|
1,052
|
|
|
$
|
(2,679
|
)
|
|
NM
|
|
|
2020
|
|
2019
|
|
Increase (Decrease)
|
|
% Change
|
|||||||
Passenger revenue
|
$
|
681
|
|
|
$
|
10,486
|
|
|
$
|
(9,805
|
)
|
|
(93.5
|
)
|
Cargo
|
402
|
|
|
295
|
|
|
107
|
|
|
36.3
|
|
|||
Other operating revenue
|
392
|
|
|
621
|
|
|
(229
|
)
|
|
(36.9
|
)
|
|||
Total operating revenue
|
$
|
1,475
|
|
|
$
|
11,402
|
|
|
$
|
(9,927
|
)
|
|
(87.1
|
)
|
|
2020
|
|
2019
|
|
Increase (Decrease)
|
|
% Change
|
|||||||
Salaries and related costs
|
$
|
2,170
|
|
|
$
|
3,057
|
|
|
$
|
(887
|
)
|
|
(29.0
|
)
|
Aircraft fuel
|
240
|
|
|
2,385
|
|
|
(2,145
|
)
|
|
(89.9
|
)
|
|||
Regional capacity purchase
|
388
|
|
|
715
|
|
|
(327
|
)
|
|
(45.7
|
)
|
|||
Landing fees and other rent
|
429
|
|
|
660
|
|
|
(231
|
)
|
|
(35.0
|
)
|
|||
Depreciation and amortization
|
618
|
|
|
560
|
|
|
58
|
|
|
10.4
|
|
|||
Aircraft maintenance materials and outside repairs
|
110
|
|
|
421
|
|
|
(311
|
)
|
|
(73.9
|
)
|
|||
Distribution expenses
|
31
|
|
|
442
|
|
|
(411
|
)
|
|
(93.0
|
)
|
|||
Aircraft rent
|
47
|
|
|
73
|
|
|
(26
|
)
|
|
(35.6
|
)
|
|||
Special charges (credit)
|
(1,449
|
)
|
|
71
|
|
|
(1,520
|
)
|
|
NM
|
|
|||
Other operating expenses
|
528
|
|
|
1,546
|
|
|
(1,018
|
)
|
|
(65.8
|
)
|
|||
Total operating expenses
|
$
|
3,112
|
|
|
$
|
9,930
|
|
|
$
|
(6,818
|
)
|
|
(68.7
|
)
|
|
(In millions)
|
|
|
|
Average price per gallon
|
||||||||||||||||
|
2020
|
|
2019
|
|
% Change
|
|
2020
|
|
2019
|
|
% Change
|
||||||||||
Fuel expense
|
$
|
240
|
|
|
$
|
2,385
|
|
|
(89.9
|
)
|
|
$
|
1.18
|
|
|
$
|
2.16
|
|
|
(45.4
|
)
|
Total fuel consumption (gallons)
|
204
|
|
|
1,102
|
|
|
(81.5
|
)
|
|
|
|
|
|
|
|
2020
|
|
2019
|
||||
CARES Act grant
|
$
|
(1,589
|
)
|
|
$
|
—
|
|
Impairment of assets
|
80
|
|
|
61
|
|
||
Severance and benefit costs
|
63
|
|
|
6
|
|
||
(Gains) losses on sale of assets and other special charges
|
(3
|
)
|
|
4
|
|
||
Special charges (credit)
|
$
|
(1,449
|
)
|
|
$
|
71
|
|
|
2020
|
|
2019
|
|
Increase (Decrease)
|
|
% Change
|
|||||||
Interest expense
|
$
|
(196
|
)
|
|
$
|
(191
|
)
|
|
$
|
5
|
|
|
2.6
|
|
Interest capitalized
|
17
|
|
|
21
|
|
|
(4
|
)
|
|
(19.0
|
)
|
|||
Interest income
|
11
|
|
|
38
|
|
|
(27
|
)
|
|
(71.1
|
)
|
|||
Unrealized gains on investments, net
|
9
|
|
|
34
|
|
|
(25
|
)
|
|
NM
|
|
|||
Miscellaneous, net
|
(207
|
)
|
|
(20
|
)
|
|
187
|
|
|
NM
|
|
|||
Total
|
$
|
(366
|
)
|
|
$
|
(118
|
)
|
|
$
|
248
|
|
|
210.2
|
|
|
|
2020
|
|
2019
|
|
Increase (Decrease)
|
|
% Change
|
|||||||
Operating revenue
|
|
$
|
9,454
|
|
|
$
|
20,991
|
|
|
$
|
(11,537
|
)
|
|
(55.0
|
)
|
Operating expense
|
|
12,063
|
|
|
19,024
|
|
|
(6,961
|
)
|
|
(36.6
|
)
|
|||
Operating income (loss)
|
|
(2,609
|
)
|
|
1,967
|
|
|
(4,576
|
)
|
|
NM
|
|
|||
Nonoperating income (expense)
|
|
(1,508
|
)
|
|
(246
|
)
|
|
1,262
|
|
|
NM
|
|
|||
Income tax expense (benefit)
|
|
(786
|
)
|
|
377
|
|
|
(1,163
|
)
|
|
NM
|
|
|||
Net income (loss)
|
|
$
|
(3,331
|
)
|
|
$
|
1,344
|
|
|
$
|
(4,675
|
)
|
|
NM
|
|
|
2020
|
|
2019
|
|
Increase (Decrease)
|
|
% Change
|
|||||||
Passengers (thousands)
|
33,172
|
|
|
79,046
|
|
|
(45,874
|
)
|
|
(58.0
|
)
|
|||
RPMs (millions)
|
46,199
|
|
|
116,098
|
|
|
(69,899
|
)
|
|
(60.2
|
)
|
|||
ASMs (millions)
|
69,901
|
|
|
138,885
|
|
|
(68,984
|
)
|
|
(49.7
|
)
|
|||
Passenger load factor
|
66.1
|
%
|
|
83.6
|
%
|
|
(17.5) pts.
|
|
|
N/A
|
|
|||
PRASM (cents)
|
11.08
|
|
|
13.83
|
|
|
(2.75
|
)
|
|
(19.9
|
)
|
|||
Yield (cents)
|
16.77
|
|
|
16.55
|
|
|
0.22
|
|
|
1.3
|
|
|||
CTM (millions)
|
1,191
|
|
|
1,636
|
|
|
(445
|
)
|
|
(27.2
|
)
|
|||
CASM (cents)
|
17.26
|
|
|
13.70
|
|
|
3.56
|
|
|
26.0
|
|
|||
Average price per gallon of fuel, including fuel taxes
|
$
|
1.76
|
|
|
$
|
2.11
|
|
|
$
|
(0.35
|
)
|
|
(16.6
|
)
|
Fuel gallons consumed (millions)
|
1,114
|
|
|
2,087
|
|
|
(973
|
)
|
|
(46.6
|
)
|
|||
Employee headcount, as of June 30
|
91,800
|
|
|
94,600
|
|
|
(2,800
|
)
|
|
(3.0
|
)
|
|
2020
|
|
2019
|
|
Increase (Decrease)
|
|
% Change
|
|||||||
Passenger revenue
|
$
|
7,746
|
|
|
$
|
19,211
|
|
|
$
|
(11,465
|
)
|
|
(59.7
|
)
|
Cargo
|
666
|
|
|
581
|
|
|
85
|
|
|
14.6
|
|
|||
Other operating revenue
|
1,042
|
|
|
1,199
|
|
|
(157
|
)
|
|
(13.1
|
)
|
|||
Total operating revenue
|
$
|
9,454
|
|
|
$
|
20,991
|
|
|
$
|
(11,537
|
)
|
|
(55.0
|
)
|
|
2020
|
|
2019
|
|
Increase (Decrease)
|
|
% Change
|
|||||||
Salaries and related costs
|
$
|
5,125
|
|
|
$
|
5,930
|
|
|
$
|
(805
|
)
|
|
(13.6
|
)
|
Aircraft fuel
|
1,966
|
|
|
4,408
|
|
|
(2,442
|
)
|
|
(55.4
|
)
|
|||
Regional capacity purchase
|
1,125
|
|
|
1,403
|
|
|
(278
|
)
|
|
(19.8
|
)
|
|||
Landing fees and other rent
|
1,052
|
|
|
1,248
|
|
|
(196
|
)
|
|
(15.7
|
)
|
|||
Depreciation and amortization
|
1,233
|
|
|
1,107
|
|
|
126
|
|
|
11.4
|
|
|||
Aircraft maintenance materials and outside repairs
|
544
|
|
|
829
|
|
|
(285
|
)
|
|
(34.4
|
)
|
|||
Distribution expenses
|
326
|
|
|
802
|
|
|
(476
|
)
|
|
(59.4
|
)
|
|||
Aircraft rent
|
97
|
|
|
154
|
|
|
(57
|
)
|
|
(37.0
|
)
|
|||
Special charges (credit)
|
(1,386
|
)
|
|
89
|
|
|
(1,475
|
)
|
|
NM
|
|
|||
Other operating expenses
|
1,981
|
|
|
3,054
|
|
|
(1,073
|
)
|
|
(35.1
|
)
|
|||
Total operating expenses
|
$
|
12,063
|
|
|
$
|
19,024
|
|
|
$
|
(6,961
|
)
|
|
(36.6
|
)
|
|
(In millions)
|
|
|
|
Average price per gallon
|
||||||||||||||||
|
2020
|
|
2019
|
|
% Change
|
|
2020
|
|
2019
|
|
% Change
|
||||||||||
Fuel expense
|
$
|
1,966
|
|
|
$
|
4,408
|
|
|
(55.4
|
)
|
|
$
|
1.76
|
|
|
$
|
2.11
|
|
|
(16.6
|
)
|
Total fuel consumption (gallons)
|
1,114
|
|
|
2,087
|
|
|
(46.6
|
)
|
|
|
|
|
|
|
|
2020
|
|
2019
|
||||
CARES Act grant
|
$
|
(1,589
|
)
|
|
$
|
—
|
|
Impairment of assets
|
130
|
|
|
69
|
|
||
Severance and benefit costs
|
63
|
|
|
12
|
|
||
(Gains) losses on sale of assets and other special charges
|
10
|
|
|
8
|
|
||
Special charges (credit)
|
$
|
(1,386
|
)
|
|
$
|
89
|
|
|
2020
|
|
2019
|
|
Increase (Decrease)
|
|
% Change
|
|||||||
Interest expense
|
$
|
(367
|
)
|
|
$
|
(379
|
)
|
|
$
|
(12
|
)
|
|
(3.2
|
)
|
Interest capitalized
|
38
|
|
|
43
|
|
|
(5
|
)
|
|
(11.6
|
)
|
|||
Interest income
|
37
|
|
|
67
|
|
|
(30
|
)
|
|
(44.8
|
)
|
|||
Unrealized gains (losses) on investments, net
|
(310
|
)
|
|
51
|
|
|
(361
|
)
|
|
NM
|
|
|||
Miscellaneous, net
|
(906
|
)
|
|
(28
|
)
|
|
878
|
|
|
NM
|
|
|||
Total
|
$
|
(1,508
|
)
|
|
$
|
(246
|
)
|
|
$
|
1,262
|
|
|
NM
|
|
•
|
reduced its planned capital expenditures and reduced operating expenditures for the remainder of 2020 and 2021 (including by postponing projects deemed non-critical to the Company's operations);
|
•
|
terminated its share repurchase program;
|
•
|
as of July 2, 2020, issued or entered into approximately $10.0 billion ($3.0 billion through June 30, 2020) in secured notes, secured term loan facilities and new aircraft financings, including the MileagePlus Financing;
|
•
|
raised approximately $1.1 billion in cash proceeds in an underwritten public offering of UAL common stock;
|
•
|
entered into an equity distribution agreement relating to the issuance and sale, from time to time, of up to 28 million shares of UAL common stock;
|
•
|
borrowed, on July 2, 2020, $1.0 billion under the $2.0 billion revolving credit facility of the Revolving Credit Agreement;
|
•
|
entered into an agreement to finance certain aircraft currently subject to purchase agreements through a sale and leaseback transaction;
|
•
|
elected to defer the payment of $78 million in payroll taxes incurred through June 30, 2020, as provided by the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), until 2021 and 2022;
|
•
|
temporarily grounded certain of its mainline fleet; and
|
•
|
taken a number of actions to reduce employee-related costs, including, among other items, the Company's Chief Executive Officer and President waived 100% of their respective base salaries through 2020, other officers temporarily waived a portion of their base salaries, the Company's non-employee directors waived 100% of their cash compensation for the second and third quarters of 2020, the Company suspended merit salary increases and implemented a temporary four-day work week for management and administrative employees and the Company offered voluntary unpaid leaves of absence.
|
|
|
|
|
Scheduled Aircraft Deliveries
|
|||||||||||
Aircraft Type
|
|
Number of Firm
Commitments (a) |
|
Last Six Months of 2020
|
|
2021
|
|
2022
|
|
After 2022
|
|||||
Airbus A321XLR
|
|
50
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50
|
|
Airbus A350
|
|
45
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
Boeing 737 MAX
|
|
171
|
|
|
16
|
|
|
24
|
|
|
—
|
|
|
131
|
|
Boeing 787
|
|
16
|
|
|
8
|
|
|
8
|
|
|
—
|
|
|
—
|
|
Embraer E175
|
|
20
|
|
|
16
|
|
|
4
|
|
|
—
|
|
|
—
|
|
(a) United also has options and purchase rights for additional aircraft.
|
|
|
|
|
|
|
|
|
|
|
•
|
we must dedicate a substantial portion of cash flow from operations to the payment of principal and interest on applicable indebtedness, which, in turn, reduces funds available for operations and capital expenditures;
|
•
|
our flexibility in planning for, or reacting to, changes in the markets in which we compete may be limited;
|
•
|
we may be at a competitive disadvantage relative to our competitors with less indebtedness;
|
•
|
we are rendered more vulnerable to general adverse economic and industry conditions;
|
•
|
we are exposed to increased interest rate risk given that a portion of our indebtedness obligations are at variable interest rates; and
|
•
|
our credit ratings may be reduced and our debt and equity securities may significantly decrease in value.
|
Period
|
|
Total number of shares purchased (a)
|
|
Average price paid per share
|
|
Total number of shares purchased as part of publicly announced plans or programs (b)
|
|
Maximum number of shares (or approximate dollar value) of shares that may yet be purchased under the plans or programs (c)
|
||||||
April 2020
|
|
264
|
|
|
$
|
64.42
|
|
|
—
|
|
|
$
|
—
|
|
May 2020
|
|
2,433
|
|
|
28.60
|
|
|
—
|
|
|
—
|
|
||
June 2020
|
|
2,674
|
|
|
38.52
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
5,371
|
|
|
|
|
—
|
|
|
|
Exhibit No.
|
Registrant
|
Exhibit
|
|
|
|
|
|
4.1
|
UAL
United
|
||
|
|
|
|
4.2
|
UAL
|
||
|
|
|
|
*4.3
|
UAL
United
|
||
|
|
|
|
†10.1
|
UAL
|
||
|
|
|
|
†10.2
|
UAL
|
||
|
|
|
|
10.3
|
UAL
United
|
||
|
|
|
|
10.4
|
UAL
United
|
||
|
|
|
|
^10.5
|
UAL
United
|
||
|
|
|
|
*10.6
|
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 June 30, 2020, 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:
|
July 22, 2020
|
|
By:
|
/s/ Gerald Laderman
|
|
|
|
|
Gerald Laderman
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
||
Date:
|
July 22, 2020
|
|
By:
|
/s/ Chris Kenny
|
|
|
|
|
Chris Kenny
Vice President and Controller
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United Airlines, Inc.
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
Date:
|
July 22, 2020
|
|
By:
|
/s/ Gerald Laderman
|
|
|
|
|
Gerald Laderman
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
|
Date:
|
July 22, 2020
|
|
By:
|
/s/ Chris Kenny
|
|
|
|
|
Chris Kenny
Vice President and Controller
(Principal Accounting Officer)
|
(i)
|
provide Customer with ***;
|
(ii)
|
*** on consideration applicable to certain Boeing Aircraft;
|
(iii)
|
*** of certain Aircraft;
|
(iv)
|
***; and
|
(v)
|
*** of 737-*** Aircraft with *** seats to the Purchase Agreement;
|
1.
|
Table of Contents.
|
2.
|
Tables.
|
3.
|
Exhibits.
|
4.
|
Letter Agreements.
|
5.
|
Miscellaneous.
|
THE BOEING COMPANY
|
|
UNITED AIRLINES, INC.
|
/s/ Irma L. Krueger
|
|
/s/ Ted Davidson
|
Signature
|
|
Signature
|
|
|
|
Irma L. Krueger
|
|
Ted Davidson
|
Printed Name
|
|
Printed Name
|
|
|
|
Attorney-in-Fact
|
|
Vice President - Procurement
|
Title
|
|
Title
|
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
|
Follow On 737-*** Aircraft Delivery, Description, Price and ***
|
SA-10
|
1B.
|
737-*** Aircraft Delivery, Description, Price and ***
|
SA-14
|
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
|
A-5
|
737-*** Aircraft Configuration
|
SA-14
|
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
|
|
TABLE OF CONTENTS, CONTINUED
|
||
|
|
|
LETTER AGREEMENTS
|
SA NUMBER
|
|
UAL-PA-03776-LA-1207637R3
|
***
|
SA-14
|
UAL-PA-03776-LA-1207638R2
|
***
|
SA-10
|
UAL-PA-03776-LA-1207640
|
Demonstration Flight Waiver
|
|
UAL-PA-03776-LA-1207643R2
|
Open Matters 737-*** Aircraft
|
SA-14
|
UAL-PA-03776-LA-1207646R3
|
Promotional Support
|
SA-12
|
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-1208596R2
|
AGTA Matters
|
SA-13
|
UAL-PA-03776-LA-1208238
|
Assignment Matters
|
|
UAL-PA-03776-LA-1208869R1
|
Delivery *** Matters
|
SA-13
|
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 737‑8 *** 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-3776-LA-2001766R1
|
Certain Special Matters
|
SA-14
|
|
|
|
|
|
|
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
|
Supplemental Agreement No. 12
|
December 12, 2018
|
Supplemental Agreement No. 13
|
March 20, 2020
|
Supplemental Agreement No. 14
|
June 30, 2020
|
Airframe Model/MTOW:
|
737-*** *** pounds
|
|
Detail Specification:
|
***
|
Engine Model/Thrust:
|
*** *** pounds
|
+
|
Airframe Price Base Year/***:
|
*** ***
|
Airframe Price:
|
***
|
|
Engine Price Base Year/***:
|
*** ***
|
Optional 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:
|
***
|
|
|
|
The Boeing Company
P.O. Box 3707
Seattle, WA 98124‑2207
|
|
Subject:
|
*** Matters
|
Reference:
|
Purchase Agreement No. PA-03776 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 737 *** aircraft (Aircraft)
|
THE BOEING COMPANY
|
|
|
|
By:
|
/s/ Irma L. Krueger
|
|
|
Its:
|
Attorney-in-Fact
|
|
||
ACCEPTED AND AGREED TO AS OF
|
||
|
||
Date:
|
June 30, 2020
|
|
|
||
UNITED AIRLINES, INC.
|
||
|
||
By:
|
/s/ Ted Davidson
|
|
|
||
Its:
|
Vice President - Procurement
|
The Boeing Company
P.O. Box 3707
Seattle, WA 98124‑2207
|
|
Subject:
|
Open Matters 737-*** Aircraft
|
Reference:
|
Purchase Agreement No. 03776 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 737 *** aircraft (Aircraft)
|
THE BOEING COMPANY
|
|||
|
|||
By:
|
/s/ Irma L. Krueger
|
|
|
|
|||
Its:
|
Attorney-in-Fact
|
|
|
|
ACCEPTED AND AGREED TO this
|
|
|
|
Date:
|
June 30, 2020
|
|
|
UNITED AIRLINES, INC.
|
|
|
|
By:
|
/s/ Ted Davidson
|
|
|
Its:
|
Vice President - Procurement
|
|
|
The Boeing Company
P.O. Box 3707
Seattle, WA 98124‑2207
|
|
Subject:
|
Certain Special Matters
|
Reference:
|
Purchase Agreement No. PA-03776 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 737 *** aircraft (Aircraft)
|
1.
|
Customer Business Consideration.
|
a.
|
***, or else becoming subject to the restrictions as set forth in Section 1.2.3 of this Letter Agreement (which restrictions shall not apply after Customer meets the requirements of this subparagraph a at any time); and
|
b.
|
***
|
(i)
|
Boeing will provide Customer with written notice of its *** a *** no later than *** prior to the *** of the applicable ***;
|
(ii)
|
The *** can be *** in respect of *** of the ***;
|
(iii)
|
*** for any *** shall not exceed *** in duration;
|
(iv)
|
*** on any *** from the *** of the applicable *** until the day before *** by Boeing at Customer’s ***.
|
(v)
|
Customer will provide Boeing with sufficient documentation at the time of the *** of the applicable *** to evidence its *** to Customer by Boeing under this Sub-Section 1.4.
|
2.
|
***.
|
3.
|
Assignment.
|
4.
|
Confidential Treatment.
|
THE BOEING COMPANY
|
|
|
|
By
|
/s/ Irma L. Krueger
|
|
|
Its
|
Attorney-In-Fact
|
|
|
||
ACCEPTED AND AGREED TO AS OF
|
|
||
|
|
||
Date:
|
June 30, 2020
|
|
|
|
|
||
UNITED AIRLINES, INC.
|
|||
|
|
||
By
|
/s/ Ted Davidson
|
|
|
|
|
||
Its
|
Vice President - Procurement
|
|
(1)
|
I have reviewed this quarterly report on Form 10-Q for the quarterly period ended June 30, 2020 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/ Scott Kirby
|
Scott Kirby
Chief Executive Officer |
|
(1)
|
I have reviewed this quarterly report on Form 10-Q for the quarterly period ended June 30, 2020 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 June 30, 2020 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/ Scott Kirby
|
Scott Kirby
Chief Executive Officer |
|
(1)
|
I have reviewed this quarterly report on Form 10-Q for the quarterly period ended June 30, 2020 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/ Scott Kirby
|
Scott Kirby
|
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/ Scott Kirby
|
Scott Kirby
|
Chief Executive Officer
|
|
/s/ Gerald Laderman
|
Gerald Laderman
|
Executive Vice President and Chief Financial Officer
|