Debt (Tables)

12 Months Ended

Dec. 31, 2014

Debt

(In millions)	At December 31,
	2014		2013
United:
Secured
Notes payable, fixed interest rates of 1.42% to 12.00% (weighted average rate of 5.86% as of December 31, 2014), payable through 2026	$	7,464	$	6,279
Notes payable, floating interest rates of the London Interbank Offered Rate (“LIBOR”) plus 0.20% to 5.46%, payable through 2026		1,151		1,243
Term loan, LIBOR subject to a 0.75% floor, plus 2.75%, or alternative rate based on certain market rates plus 1.75%, due 2019		884		893
Term loan, LIBOR subject to a 0.75% floor, plus 3.00%, or alternative rate based on certain market rates plus 2%, due 2021		499		—
6.75% Senior Secured Notes due 2015		—		800
Unsecured
6% Notes due 2026 to 2028 (a)		632		652
6% Senior Notes due 2020 (a)		300		300
6.375% Senior Notes due 2018 (a)		300		300
4.5% Convertible Notes due 2015		202		230
8% Notes due 2024 (a)		—		400
6% Convertible Junior Subordinated Debentures due 2030		—		248
4.5% Senior Limited-Subordination Convertible Notes due 2021 (a)		—		156
Other		101		103
		11,533		11,604
Less: unamortized debt discount		(99)		(169)
Less: current portion of long-term debt—United		(1,313)		(1,368)
Long-term debt, net—United (b)	$	10,121	$	10,067
UAL:
6% Convertible Senior Notes due 2029	$	—	$	104
Long-term debt, net—UAL	$	10,121	$	10,171

(a) UAL is the issuer of this debt. United is a guarantor.

(b) As further described below under “Convertible Debt Securities and Derivatives,” there is a basis difference between UAL and United debt values, because we applied different accounting methodologies. The United debt presented above does not agree to United’s balance sheet by the amount of this adjustment.

Contractual Principal Payments

The table below presents the Company’s contractual principal payments at December 31, 2014 under then-outstanding long-term debt agreements in each of the next five calendar years (in millions):

	UAL and United
2015	$	1,313
2016		1,195
2017		755
2018		1,269
2019		1,721
After 2019		5,280
	$	11,533

Details of Pass Through Trusts

Certain details of the pass-through trusts with proceeds received from issuance of debt in 2014 are as follows (in millions, except stated interest rate):

EETC Date	Class	Principal		Final expected distribution date	Stated interest rate		Total debt recorded as of December 31, 2014		Proceeds received from issuance of debt during 2014		Remaining proceeds from issuance of debt to be received in future periods
August 2014	A	$	823	September 2026		3.75%	$	112	$	112	$	711
August 2014	B		238	September 2022		4.625%		32		32		206
April 2014	A		736	April 2026		4.0%		736		736		—
April 2014	B		213	April 2022		4.75%		213		213		—
August 2013	A		720	August 2025		4.3%		720		567		—
August 2013	B		209	August 2021		5.375%		209		165		—
		$	2,939				$	2,022	$	1,825	$	917

Summary of Collateral Covenants and Cross Default Provisions

The collateral, covenants and cross default provisions of the Company’s principal debt instruments that contain such provisions are summarized in the table below:

Debt Instrument	Collateral, Covenants and Cross Default Provisions
Credit Agreement	Secured by certain of United’s international route authorities, specified take-off and landing slots at certain airports and certain other assets. The Credit Agreement requires the Company to maintain at least $3.0 billion of unrestricted liquidity at all times, which includes unrestricted cash, short-term investments and any undrawn amounts under any revolving credit facility, and to maintain a minimum ratio of appraised value of collateral to the outstanding obligations under the Credit Agreement of 1.67 to 1.0 at all times. The Credit Agreement contains covenants that, among other things, restrict the ability of UAL and its restricted subsidiaries (as defined in the Credit Agreement) to incur additional indebtedness and to pay dividends on or repurchase stock. The Credit Agreement contains events of default customary for this type of financing, including a cross default and cross acceleration provision to certain other material indebtedness of the Company.
6% Notes due 2026 6% Notes due 2028	The amended and restated indenture for these notes, which are unsecured, contains covenants that, among other things, restrict the ability of the Company and its restricted subsidiaries (as defined in the indenture) to incur additional indebtedness and pay dividends on or repurchase stock. These covenants cease to be in effect when the indenture covering the 6.375% Senior Notes due 2018 is discharged. The indenture contains events of default that are customary for similar financings.
6.375% Senior Notes due 2018 6% Senior Notes due 2020	The indentures for these notes, which are unsecured, contain covenants that, among other things, restrict the ability of the Company and its restricted subsidiaries (as defined in the indenture) to incur additional indebtedness and pay dividends on or repurchase stock. The indentures contain events of default that are customary for similar financings.