Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x 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 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 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 x No ¨ United Air Lines, Inc. Yes x No ¨ Continental Airlines, Inc. Yes x 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 x United Air Lines, Inc. Yes ¨ No x Continental Airlines, Inc. Yes ¨ No x 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 x No ¨ United Air Lines, Inc. Yes x No ¨ Continental Airlines, Inc. Yes x 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 x No ¨ United Air Lines, Inc. Yes x No ¨ Continental Airlines, Inc. Yes x 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. x United Air Lines, Inc. x Continental Airlines, Inc. x 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 x Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨ United Air Lines, Inc. Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company ¨ Continental Airlines, Inc. Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x 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 x United Air Lines, Inc. Yes ¨ No x Continental Airlines, Inc. Yes ¨ No x 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. 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 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 PART IV Item 15. Exhibits, Financial Statements and Schedules 165 2 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. 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.