Share-Based Compensation Plans (Tables)

12 Months Ended

Dec. 31, 2012

Schedule of Share-Based Compensation Plan Cost

The following table provides information related to UAL share-based compensation plan cost, for the years ended December 31 (in millions):

	2012		2011		2010
Compensation cost: (a), (b)
Restricted stock units	$	37	$	18	$	20
Restricted stock		13		12		6
Share-based awards converted to cash awards (c)		6		19		84
Stock options		1		5		7
Total	$	57	$	54	$	117

(a) All compensation cost is recorded to Salaries and related costs, with the exception of $9 million, $17 million and $70 million in 2012, 2011 and 2010, respectively, that was recorded in integration and Merger-related costs as a component of special charges, respectively.

(b) United recorded $32 million, $28 million and $63 million of compensation cost related to UAL’s share-based plans during 2012, 2011 and 2010, respectively. These amounts included $5 million, $7 million and $24 million that were classified as integration and Merger-related costs as a component of special charges during 2012, 2011 and 2010, respectively. Continental Successor recorded $25 million, $26 million and $54 million of compensation cost related to UAL’s share-based plans during 2012, 2011 and 2010, respectively. These amounts included $4 million, $10 million and $46 million that were classified as integration and Merger-related costs as a component of special charges during 2012, 2011 and 2010, respectively.

(c) As described below, in connection with the Merger, certain awards were converted into fixed cash equivalents.

Schedule of Unearned Compensation and Weighted Average Remaining Period for Outstanding Share-Based Awards

The table below summarizes UAL’s unearned compensation and weighted-average remaining period to recognize costs for all outstanding share-based awards for the year ended December 31, 2012 (in millions, except as noted):

	Unearned Compensation (a)		Weighted- Average Remaining Period (in years)
Restricted stock units	$	24		1.1
Restricted stock		7		1.4
Share-based awards converted to cash awards		1		0.2
Stock options		1		1.2
Total	$	33

(a) Compensation cost attributable to future service related to unvested awards remaining to be recognized by United and Continental consists of $18 million and $15 million, respectively.

Stock Option Activity

The table below summarizes UAL stock option activity for the years ended December 31, 2012, 2011 and 2010 (shares in thousands):

	Options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value (in millions)
Outstanding at January 1, 2010		6,406	$	22.42
Issued in exchange for Continental options		7,366		16.77
Exercised		(2,467)		8.13			$	42
Surrendered		(253)		28.77
Outstanding at December 31, 2010		11,052		21.70
Exercised		(2,449)		10.77				33
Surrendered		(1,657)		29.07
Outstanding at December 31, 2011		6,946		23.80
Exercised		(1,327)		12.42				14
Surrendered		(1,012)		30.50
Outstanding at December 31, 2012		4,607		25.60		2.9		20
Exercisable at December 31, 2012		4,358		25.76		2.9		20

Schedule of Additional Information for Options Granted

The following table provides additional information for Continental Predecessor options granted in 2010 which were valued at the Merger date:

Weighted-average fair value assumptions:	2010
Risk-free interest rate		0.1 - 1.8%
Dividend yield		—%
Expected market price volatility of UAL common stock		75%
Expected life of options (years)		0.1 - 6.3
Weighted-average fair value	$	11.52

Schedule Of Restricted Stock Unit and Restricted Stock Activity

The table below summarizes UAL’s RSU and restricted stock activity for the years ended December 31, 2012, 2011 and 2010 (shares in thousands):

	Restricted  Stock Units		Weighted- Average Grant Price		Restricted Stock		Weighted- Average Grant Price
Non-vested at January 1, 2010		1,719	$	4.90		811	$	27.82
Assumed in Merger		—		—		20		23.66
Granted		1,395		22.20		212		24.55
Modified		(449)		21.63		449		21.63
Converted to fixed cash equivalent		(1,496)		—		(164)		—
Vested		(1,069)		22.41		(651)		31.47
Surrendered		(49)		10.55		(6)		11.03
Non-vested at December 31, 2010		51		22.85		671		17.20
Granted		3,655		19.89		536		23.87
Vested		(141)		18.13		(195)		22.26
Surrendered		(199)		19.90		(27)		23.95
Non-vested at December 31, 2011		3,366		19.98		985		23.33
Granted		1,986		22.20		545		24.01
Vested		(552)		21.21		(643)		23.05
Surrendered		(569)		22.19		(115)		24.01
Non-vested at December 31, 2012		4,231		22.22		772		23.94

Continental Airlines Inc | Predecessor

Stock Option Activity

The table below summarizes stock option transactions pursuant to Continental plans for Continental Predecessor activity for the nine months ended September 30, 2010 (shares in thousands):

	Options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value (in millions)
Outstanding at January 1, 2010		8,114	$	16.08
Granted		654		23.83
Exercised		(1,652)		11.92			$	18
Surrendered		(92)		29.59
Outstanding at September 30, 2010		7,024		17.60		2.0		61

Schedule of Additional Information for Options Granted

The following table provides additional information for options granted by Continental Predecessor in 2010.

Weighted-average fair value assumptions:	2010
Risk-free interest rate		1.4%
Dividend yield		—%
Expected market price volatility of Continental common stock		88%
Expected life of options (years)		3.8
Weighted-average fair value	$	14.55