Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2011
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Exact Name of Registrant as
Specified in its Charter, Principal
Commission Office Address and State of I.R.S. Employer
File Number Telephone Number Incorporation Identification No
001-06033 United Continental Holdings, Inc. Delaware 36-2675207
77 W. Wacker Drive
Chicago, Illinois 60601
(312) 997-8000
001-11355 United Air Lines, Inc. Delaware 36-2675206
77 W. Wacker Drive
Chicago, Illinois 60601
(312) 997-8000
001-10323 Continental Airlines, Inc. Delaware 74-2099724
1600 Smith Street, Dept HQSEO,
Houston, TX 77002
(713) 324-2950
ST
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
United Continental Holdings, Inc. Common Stock, $0.01 par value New York Stock Exchange
United Air Lines, Inc. None None
Continental Airlines, Inc. None None
Securities registered pursuant to Section 12(g) of the Act:
United Continental Holdings, Inc. None
United Air Lines, Inc. None
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Continental Airlines, Inc. None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
United Continental Holdings, Inc. Yes No
United Air Lines, Inc. Yes No
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Continental Airlines, Inc. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
United Continental Holdings, Inc. Yes No
United Air Lines, Inc. Yes No
Continental Airlines, Inc. Yes No
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
United Continental Holdings, Inc. Yes No
United Air Lines, Inc. Yes No
Continental Airlines, Inc. Yes No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
United Continental Holdings, Inc. Yes No
United Air Lines, Inc. Yes No
Continental Airlines, Inc. Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
United Continental Holdings, Inc.
United Air Lines, Inc.
Continental Airlines, Inc.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
United Continental Holdings, Inc. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company
United Air Lines, Inc. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company
Continental Airlines, Inc. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
United Continental Holdings, Inc. Yes No
United Air Lines, Inc. Yes No
Continental Airlines, Inc. Yes No
The aggregate market value of voting stock held by non-affiliates of United Continental Holdings, Inc. was $7,461,888,499 as of June 30, 2011. There is no market for United Air Lines, Inc. common stock or
Continental Airlines, Inc. common stock.
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of February 16, 2012.
United Continental Holdings, Inc. 332,066,655 shares of common stock ($0.01 par value)
United Air Lines, Inc. 205 (100% owned by United Continental Holdings, Inc.)
Continental Airlines, Inc. 1,000 (100% owned by United Continental Holdings, Inc.)
This combined Form 10-K is separately filed by United Continental Holdings, Inc., United Air Lines, Inc. and Continental Airlines, Inc.
OMISSION OF CERTAIN INFORMATION
,United Air Lines, Inc. and Continental Airlines, Inc. meet the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and are therefore filing this form with the reduced disclosure format allowed under
that General Instruction.
DOCUMENTS INCORPORATED BY REFERENCE
Information required by Items 10, 11, 12 and 13 of Part III of this Form 10-K are incorporated by reference for United Continental Holdings, Inc. from its definitive proxy statement for its 2012 Annual Meeting of
Stockholders.
ST
O
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,Table of Contents
United Continental Holdings, Inc. and Subsidiary Companies
United Air Lines, Inc. and Subsidiary Companies
Continental Airlines, Inc. and Subsidiary Companies
Report on Form 10-K
For the Year Ended December 31, 2011
Page
PART I
Item 1. Business 3
Item 1A. Risk Factors 13
Item 1B. Unresolved Staff Comments 24
Item 2. Properties 25
Item 3. Legal Proceedings 27
Item 4. Mine Safety Disclosures 29
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 30
Item 6. Selected Financial Data 32
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 36
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 64
Item 8. Financial Statements and Supplementary Data 67
Combined Notes to Consolidated Financial Statements 90
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 157
Item 9A. Controls and Procedures 157
Item 9B. Other Information 160
ST
PART III
Item 10. Directors, Executive Officers and Corporate Governance 161
Item 11. Executive Compensation 162
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 162
Item 13. Certain Relationships, Related Transactions and Director Independence 163
Item 14. Principal Accountant Fees and Services 163
O
PART IV
Item 15. Exhibits, Financial Statements and Schedules 165
2
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, Table of Contents
This Form 10-K contains various “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements represent the Company’s expectations and beliefs
concerning future events, based on information available to the Company on the date of the filing of this Form 10-K, and are subject to various risks
and uncertainties. Factors that could cause actual results to differ materially from those referenced in the forward-looking statements are listed in
Item 1A, Risk Factors and in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations. The Company
disclaims any intent or obligation to update or revise any of the forward-looking statements, whether in response to new information, unforeseen
events, changed circumstances or otherwise, except as required by applicable law.
PART I
ITEM 1. BUSINESS.
Overview
United Continental Holdings, Inc. (together with its consolidated subsidiaries, “UAL”) is a holding company and its principal, wholly-owned subsidiaries are
United Air Lines, Inc. (together with its consolidated subsidiaries, “United”) and Continental Airlines, Inc. (together with its consolidated subsidiaries,
“Continental”). This combined Annual Report on Form 10-K is separately filed by each of United Continental Holdings, Inc., United Air Lines, Inc. and
Continental Airlines, Inc. Each registrant hereto is filing on its own behalf all of the information contained in this report that relates to such registrant. Each
registrant hereto is not filing any information that does not relate to such registrant, and therefore makes no representation as to any such information.
This Annual Report on Form 10-K is a combined report of UAL, United and Continental. We sometimes use the words “we,” “our,” “us,” and the
“Company” in this Form 10-K for disclosures that relate to all of UAL, United and Continental. As UAL consolidated United and Continental beginning
October 1, 2010 for financial statement purposes, disclosures that relate to United or Continental activities also apply to UAL, unless otherwise noted. When
appropriate, UAL, United and Continental are named specifically for their related activities and disclosures. This report uses “Continental Successor” to refer
to Continental subsequent to the Merger (defined below) and “Continental Predecessor” to refer to Continental prior to the Merger.
ST
UAL was incorporated under the laws of the State of Delaware on December 30, 1968. Our world headquarters is located at 77 W. Wacker Drive, Chicago,
Illinois 60601. The mailing address is P.O. Box 66919, Chicago, Illinois 60666 (telephone number (312) 997-8000).
The Company’s website is www.unitedcontinentalholdings.com. The information contained on or connected to the Company’s website is not incorporated by
reference into this Annual Report on Form 10-K and should not be considered part of this or any other report filed with the U.S. Securities and Exchange
Commission (“SEC”). Through this website, the Company’s filings with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K, and all amendments to those reports, are accessible without charge as soon as reasonably practicable after such material is
electronically filed with or furnished to the SEC. Such filings are also available on the SEC’s website at www.sec.gov.
O
Merger Integration
On May 2, 2010, UAL Corporation, Continental, and JT Merger Sub Inc., a wholly-owned subsidiary of UAL Corporation, entered into an Agreement and
IC
Plan of Merger providing for a “merger of equals” business combination. On October 1, 2010, JT Merger Sub Inc. merged with and into Continental, with
Continental surviving as a wholly-owned subsidiary of UAL Corporation (the “Merger”). Upon closing of the Merger, UAL Corporation became the parent
company of both United and Continental and UAL Corporation’s name was changed to United Continental Holdings, Inc. UAL’s consolidated financial
statements include the results of operations of Continental and its subsidiaries for the period subsequent to October 1, 2010.
3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2011
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Exact Name of Registrant as
Specified in its Charter, Principal
Commission Office Address and State of I.R.S. Employer
File Number Telephone Number Incorporation Identification No
001-06033 United Continental Holdings, Inc. Delaware 36-2675207
77 W. Wacker Drive
Chicago, Illinois 60601
(312) 997-8000
001-11355 United Air Lines, Inc. Delaware 36-2675206
77 W. Wacker Drive
Chicago, Illinois 60601
(312) 997-8000
001-10323 Continental Airlines, Inc. Delaware 74-2099724
1600 Smith Street, Dept HQSEO,
Houston, TX 77002
(713) 324-2950
ST
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
United Continental Holdings, Inc. Common Stock, $0.01 par value New York Stock Exchange
United Air Lines, Inc. None None
Continental Airlines, Inc. None None
Securities registered pursuant to Section 12(g) of the Act:
United Continental Holdings, Inc. None
United Air Lines, Inc. None
O
Continental Airlines, Inc. None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
United Continental Holdings, Inc. Yes No
United Air Lines, Inc. Yes No
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Continental Airlines, Inc. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
United Continental Holdings, Inc. Yes No
United Air Lines, Inc. Yes No
Continental Airlines, Inc. Yes No
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
United Continental Holdings, Inc. Yes No
United Air Lines, Inc. Yes No
Continental Airlines, Inc. Yes No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
United Continental Holdings, Inc. Yes No
United Air Lines, Inc. Yes No
Continental Airlines, Inc. Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
United Continental Holdings, Inc.
United Air Lines, Inc.
Continental Airlines, Inc.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
United Continental Holdings, Inc. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company
United Air Lines, Inc. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company
Continental Airlines, Inc. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
United Continental Holdings, Inc. Yes No
United Air Lines, Inc. Yes No
Continental Airlines, Inc. Yes No
The aggregate market value of voting stock held by non-affiliates of United Continental Holdings, Inc. was $7,461,888,499 as of June 30, 2011. There is no market for United Air Lines, Inc. common stock or
Continental Airlines, Inc. common stock.
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of February 16, 2012.
United Continental Holdings, Inc. 332,066,655 shares of common stock ($0.01 par value)
United Air Lines, Inc. 205 (100% owned by United Continental Holdings, Inc.)
Continental Airlines, Inc. 1,000 (100% owned by United Continental Holdings, Inc.)
This combined Form 10-K is separately filed by United Continental Holdings, Inc., United Air Lines, Inc. and Continental Airlines, Inc.
OMISSION OF CERTAIN INFORMATION
,United Air Lines, Inc. and Continental Airlines, Inc. meet the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and are therefore filing this form with the reduced disclosure format allowed under
that General Instruction.
DOCUMENTS INCORPORATED BY REFERENCE
Information required by Items 10, 11, 12 and 13 of Part III of this Form 10-K are incorporated by reference for United Continental Holdings, Inc. from its definitive proxy statement for its 2012 Annual Meeting of
Stockholders.
ST
O
IC
,Table of Contents
United Continental Holdings, Inc. and Subsidiary Companies
United Air Lines, Inc. and Subsidiary Companies
Continental Airlines, Inc. and Subsidiary Companies
Report on Form 10-K
For the Year Ended December 31, 2011
Page
PART I
Item 1. Business 3
Item 1A. Risk Factors 13
Item 1B. Unresolved Staff Comments 24
Item 2. Properties 25
Item 3. Legal Proceedings 27
Item 4. Mine Safety Disclosures 29
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 30
Item 6. Selected Financial Data 32
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 36
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 64
Item 8. Financial Statements and Supplementary Data 67
Combined Notes to Consolidated Financial Statements 90
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 157
Item 9A. Controls and Procedures 157
Item 9B. Other Information 160
ST
PART III
Item 10. Directors, Executive Officers and Corporate Governance 161
Item 11. Executive Compensation 162
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 162
Item 13. Certain Relationships, Related Transactions and Director Independence 163
Item 14. Principal Accountant Fees and Services 163
O
PART IV
Item 15. Exhibits, Financial Statements and Schedules 165
2
IC
, Table of Contents
This Form 10-K contains various “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements represent the Company’s expectations and beliefs
concerning future events, based on information available to the Company on the date of the filing of this Form 10-K, and are subject to various risks
and uncertainties. Factors that could cause actual results to differ materially from those referenced in the forward-looking statements are listed in
Item 1A, Risk Factors and in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations. The Company
disclaims any intent or obligation to update or revise any of the forward-looking statements, whether in response to new information, unforeseen
events, changed circumstances or otherwise, except as required by applicable law.
PART I
ITEM 1. BUSINESS.
Overview
United Continental Holdings, Inc. (together with its consolidated subsidiaries, “UAL”) is a holding company and its principal, wholly-owned subsidiaries are
United Air Lines, Inc. (together with its consolidated subsidiaries, “United”) and Continental Airlines, Inc. (together with its consolidated subsidiaries,
“Continental”). This combined Annual Report on Form 10-K is separately filed by each of United Continental Holdings, Inc., United Air Lines, Inc. and
Continental Airlines, Inc. Each registrant hereto is filing on its own behalf all of the information contained in this report that relates to such registrant. Each
registrant hereto is not filing any information that does not relate to such registrant, and therefore makes no representation as to any such information.
This Annual Report on Form 10-K is a combined report of UAL, United and Continental. We sometimes use the words “we,” “our,” “us,” and the
“Company” in this Form 10-K for disclosures that relate to all of UAL, United and Continental. As UAL consolidated United and Continental beginning
October 1, 2010 for financial statement purposes, disclosures that relate to United or Continental activities also apply to UAL, unless otherwise noted. When
appropriate, UAL, United and Continental are named specifically for their related activities and disclosures. This report uses “Continental Successor” to refer
to Continental subsequent to the Merger (defined below) and “Continental Predecessor” to refer to Continental prior to the Merger.
ST
UAL was incorporated under the laws of the State of Delaware on December 30, 1968. Our world headquarters is located at 77 W. Wacker Drive, Chicago,
Illinois 60601. The mailing address is P.O. Box 66919, Chicago, Illinois 60666 (telephone number (312) 997-8000).
The Company’s website is www.unitedcontinentalholdings.com. The information contained on or connected to the Company’s website is not incorporated by
reference into this Annual Report on Form 10-K and should not be considered part of this or any other report filed with the U.S. Securities and Exchange
Commission (“SEC”). Through this website, the Company’s filings with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K, and all amendments to those reports, are accessible without charge as soon as reasonably practicable after such material is
electronically filed with or furnished to the SEC. Such filings are also available on the SEC’s website at www.sec.gov.
O
Merger Integration
On May 2, 2010, UAL Corporation, Continental, and JT Merger Sub Inc., a wholly-owned subsidiary of UAL Corporation, entered into an Agreement and
IC
Plan of Merger providing for a “merger of equals” business combination. On October 1, 2010, JT Merger Sub Inc. merged with and into Continental, with
Continental surviving as a wholly-owned subsidiary of UAL Corporation (the “Merger”). Upon closing of the Merger, UAL Corporation became the parent
company of both United and Continental and UAL Corporation’s name was changed to United Continental Holdings, Inc. UAL’s consolidated financial
statements include the results of operations of Continental and its subsidiaries for the period subsequent to October 1, 2010.
3
