Pension And Other Postretirement Plans

12 Months Ended

Dec. 31, 2011

Pension And Other Postretirement Plans

NOTE 9—PENSION AND OTHER POSTRETIREMENT PLANS

The following summarizes the significant pension and other postretirement plans of United and Continental:

Pension Plans

Continental maintains two primary defined benefit pension plans, one covering pilot employees and another covering substantially all of its U.S. non-pilot employees other than Continental Micronesia and Chelsea Food Services employees. Each of these plans provide benefits based on a combination of years of benefit accruals service and an employee's final average compensation. Additional benefit accruals were frozen under the plan covering Continental's pilot employees during 2005, at which time any existing accrued benefits for pilots were preserved. Benefit accruals for Continental's non-pilot employees under its other primary defined benefit pension plan continue.

United maintains a frozen defined benefit pension plan for a small number of former employees. United and Continental each maintain additional defined benefit pension plans, which cover certain international employees.

Other Postretirement Plans

United and Continental each maintain postretirement medical programs which provide medical benefits to certain retirees and eligible dependents, as well as life insurance benefits to certain retirees participating in United's plan. Benefits provided are subject to applicable contributions, co-payments, deductible and other limits as described in the specific plan documentation.

The following table sets forth the reconciliation of the beginning and ending balances of the benefit obligation and plan assets, the funded status and the amounts recognized in these financial statements for the defined benefit and other postretirement plans (in millions):

	Pension Benefits
	Year Ended December 31, 2011									Year Ended December 31, 2010
	UAL			United			Continental			UAL			United			Continental (a)
Accumulated benefit obligation:	$	3,321		$	220		$	3,101		$	2,999		$	214		$	2,785
Change in projected benefit obligation:
Projected benefit obligation at beginning of year	$	3,322		$	256		$	3,066		$	228		$	228		$	2,629
Merger impact (b)		—			—			—			3,169			—			439
Service cost		88			7			81			27			6			71
Interest cost		178			10			168			51			9			161
Actuarial (gain) loss		251			(2	)		253			(130	)		17			(147	)
Gross benefits paid		(137	)		(8	)		(129	)		(23	)		(7	)		(75	)
Other		6			(4	)		10			—			3			(12	)
Projected benefit obligation at end of year	$	3,708		$	259		$	3,449		$	3,322		$	256		$	3,066
Change in plan assets:
Fair value of plan assets at beginning of year	$	1,871		$	183		$	1,688		$	156		$	156		$	1,371
Merger impact (b)		—			—			—			1,549			—			83
Actual gain (loss) on plan assets		(47	)		5			(52	)		131			16			115
Employer contributions		194			24			170			58			18			202
Benefits paid		(137	)		(8	)		(129	)		(23	)		(7	)		(75	)
Other		(13	)		(9	)		(4	)		—			—		$	(8	)
Fair value of plan assets at end of year	$	1,868		$	195		$	1,673		$	1,871		$	183		$	1,688
Funded status—Net amount recognized	$	(1,840	)	$	(64	)	$	(1,776	)	$	(1,451	)	$	(73	)	$	(1,378	)

(a) Continental, in 2010, represents combined Predecessor and Successor. Other than remeasurement described in (b), all other activity occurred on a consistent basis throughout 2010.

(b) UAL, in 2010, represents plan assets and liabilities assumed in Merger. Continental, in 2010, represents remeasurement of the projected benefit obligation as of the Merger closing date.

	Pension Benefits
	December 31, 2011									December 31, 2010
	UAL			United			Continental			UAL			United			Continental (a)
Amounts recognized in the consolidated balance sheets consist of:
Noncurrent asset	$	31		$	31		$	—		$	32		$	32		$	—
Current liability		(9	)		(3	)		(6	)		(10	)		(4	)		(6	)
Noncurrent liability		(1,862	)		(92	)		(1,770	)		(1,473	)		(101	)		(1,372	)
Total liability	$	(1,840	)	$	(64	)	$	(1,776	)	$	(1,451	)	$	(73	)	$	(1,378	)
Amounts recognized in accumulated other comprehensive income consist of:
Net actuarial gain (loss)	$	(231	)	$	(10	)	$	(221	)	$	226		$	(7	)	$	233
Prior service credit (cost)		3			18			(15	)		18			18			—
Total accumulated other comprehensive income (loss)	$	(228	)	$	8		$	(236	)	$	244		$	11		$	233

	Other Postretirement Benefits
	Year Ended December 31, 2011									Year Ended December 31, 2010
	UAL			United			Continental			UAL			United			Continental (a)
Change in benefit obligation:
Benefit obligation at beginning of year	$	2,494		$	2,225		$	269		$	2,069		$	2,069		$	233
Merger impact (b)		—			—			—			278			—			35
Service cost		47			34			13			33			30			11
Interest cost		127			113			14			118			115			13
Plan participants' contributions		73			70			3			72			72			3
Actuarial (gain) loss		(2	)		(25	)		23			120			131			(11	)
Federal subsidy		13			13			—			13			13			—
Plan amendments		3			3			—			—			—			2
Gross benefits paid		(214	)		(200	)		(14	)		(209	)		(205	)		(17	)
Benefit obligation at end of year	$	2,541		$	2,233		$	308		$	2,494		$	2,225		$	269
Change in plan assets:
Fair value of plan assets at beginning of year	$	58		$	58		$	—		$	58		$	58		$	—
Actual return on plan assets		1			1			—			2			2			—
Employer contributions		141			129			12			131			131			—
Plan participants' contributions		72			70			2			72			72			—
Benefits paid		(214	)		(200	)		(14	)		(205	)		(205	)		—
Fair value of plan assets at end of year	$	58		$	58		$	—		$	58		$	58		$	—
Funded status—Net amount recognized	$	(2,483	)	$	(2,175	)	$	(308	)	$	(2,436	)	$	(2,167	)	$	(269	)

(a) Continental, in 2010, represents combined Predecessor and Successor. Other than remeasurement described in (b), all other activity occurred on a consistent basis throughout 2010.

(b) UAL, in 2010, represents plan assets and liabilities assumed in Merger. Continental, in 2010, represents remeasurement of the projected benefit obligation as of the Merger closing date.

	Other Postretirement Benefits
	December 31, 2011									December 31, 2010
	UAL			United			Continental			UAL			United			Continental (a)
Amounts recognized in the consolidated balance sheets consist of:
Current liability	$	(76	)	$	(60	)	$	(16	)	$	(92	)	$	(76	)	$	(16	)
Noncurrent liability		(2,407	)		(2,115	)		(292	)		(2,344	)		(2,091	)		(253	)
Total liability	$	(2,483	)	$	(2,175	)	$	(308	)	$	(2,436	)	$	(2,167	)	$	(269	)
Amounts recognized in accumulated other comprehensive income consist of:
Net actuarial gain (loss)	$	33		$	46		$	(13	)	$	24		$	13		$	11
Prior service cost		(2	)		(2	)		—			—			—			—
Total accumulated other comprehensive income (loss)	$	31		$	44		$	(13	)	$	24		$	13		$	11

The following information relates to all pension plans with an accumulated benefit obligation and a projected benefit obligation in excess of plan assets at December 31, (in millions):

	UAL				United				Continental
	2011		2010		2011		2010		2011		2010
Projected benefit obligation	$	3,594	$	3,202	$	145	$	136	$	3,449	$	3,066
Accumulated benefit obligation		3,230		2,906		129		121		3,101		2,785
Fair value of plan assets		1,731		1,742		58		54		1,673		1,688

Net periodic benefit cost for the years ended December 31, included the following components (in millions):

	2011
	Pension Benefits									Other Postretirement Benefits
	UAL			United			Continental			UAL			United			Continental
Service cost	$	88		$	7		$	81		$	47		$	34		$	13
Interest cost		178			10			168			127			113			14
Expected return on plan assets		(140	)		(11	)		(129	)		(2	)		(2	)		—
Amortization of prior service cost (credit)		(2	)		(2	)		—			—			—			—
Settlement (gain) loss		1			1			—			—			—			—
Amortization of unrecognized actuarial (gain) loss		(20	)		1			(21	)		(2	)		(1	)		(1	)
Net periodic benefit cost	$	105		$	6		$	99		$	170		$	144		$	26

	2010
	Pension Benefits												Other Postretirement Benefits
	UAL			United			Continental Successor			Continental Predecessor			UAL			United			Continental Successor		Continental Predecessor
Service cost	$	27		$	6		$	21		$	50		$	33		$	30		$	3	$	7
Interest cost		51			9			42			119			120			116			4		10
Expected return on plan assets		(39	)		(9	)		(30	)		(82	)		(2	)		(2	)		—		—
Curtailment gain		(7	)		—			(7	)		—			—			—			—		—
Amortization of prior service cost (credit)		(2	)		(2	)		—			7			—			—			—		16
Special termination benefits		4			—			4			—			—			—			—		—
Amortization of unrecognized actuarial (gain) loss		1			1			—			65			(12	)		(12	)		—		(3	)
Net periodic benefit cost	$	35		$	5		$	30		$	159		$	139		$	132		$	7	$	30

	2009
	Pension Benefits						Other Postretirement  Benefits
	UAL & United			Continental Predecessor			UAL & United			Continental Predecessor
Service cost	$	6		$	65		$	28		$	11
Interest cost		8			153			114			15
Expected return on plan assets		(7	)		(89	)		(4	)		—
Curtailment gain		(1	)		—			(9	)		—
Amortization of prior service cost		—			10			—			21
Amortization of unrecognized actuarial (gain) loss		2			111			(20	)		(2	)
Net periodic benefit cost	$	8		$	250		$	109		$	45
Settlement charges (included in special charges)		—			29			—			—
Net benefit expense	$	8		$	279		$	109		$	45

The Continental settlement charges in 2009, which were classified as special items, are non-cash charges related to lump sum distributions from the Continental pilot-only defined benefit pension plan to pilots who retired. Settlement accounting is required if, for a given year, the cost of all settlements exceeds, or is expected to exceed, the sum of the service cost and interest cost components of net periodic pension expense for a plan. Under settlement accounting, unrecognized plan gains or losses must be recognized immediately in proportion to the percentage reduction of the plan's projected pension benefit obligation.

 

The estimated amounts that will be amortized in 2012 for actuarial gains (losses) are as follows (in millions):

	Pension Benefits									Other Postretirement Benefits
	UAL			United			Continental			UAL		United		Continental
Actuarial gain (loss) to be reclassified from accumulated other comprehensive income into net periodic benefit cost	$	(21	)	$	(1	)	$	(20	)	$	3	$	4	$	(1	)

The weighted-average assumptions used for the benefit plans were as follows:

Pension Benefits
	United						Continental Successor						Continental Predecessor
Weighted-average assumptions used to determine benefit obligations	2011			2010			2011			2010			2010
Discount rate (a)		3.34	%		3.56	%		5.13	%		5.52	%		5.24	%
Rate of compensation increase (a)		3.11	%		3.29	%		2.44	%		2.44	%		2.44	%
Weighted-average assumptions used to determine net expense
Discount rate		3.67	%		3.96	%		5.52	%		5.24	%		6.05	%
Expected return on plan assets		5.82	%		5.71	%		7.75	%		7.75	%		8.00	%
Rate of compensation increase		3.32	%		3.33	%		2.44	%		2.44	%		2.30	%

(a) The 2010 discount rate and rate of compensation increase used to determine benefit obligations at the Merger closing date are 5.24% and 2.44%, respectively.

Other Postretirement Benefits
Weighted-average assumptions used to determine benefit obligations
Discount rate (a)	4.93	%	5.15	%	4.78	%	4.97	%	4.58	%
Weighted-average assumptions used to determine net expense
Discount rate	5.15	%	5.69	%	4.97	%	4.58	%	5.57	%
Expected return on plan assets	4.00	%	4.00	%	N/A		N/A		N/A
Health care cost trend rate assumed for next year	7.00	%	8.00	%	7.00	%	7.50	%	7.50	%
Rate to which the cost trend rate is assumed to decline (ultimate trend rate in 2020)	5.00	%	5.00	%	5.00	%	5.00	%

(a) The 2010 discount rate used to determine benefit obligations at the Merger closing date is 4.58%.

UAL selected the 2011 discount rate for each of its plans by using a hypothetical portfolio of high quality bonds at December 31, 2011, that would provide the necessary cash flows to match projected benefit payments. Prior to 2011, the discount rate was selected using a cash flow matching technique where projected benefit payments were matched to a yield curve based on high quality bond yields as of the measurement date. This change increased the discount rate which lowered the present value of the liability at UAL, United and Continental by approximately $525 million, $200 million and $325 million, respectively.

We develop our expected long-term rate of return assumption based on historical experience and by evaluating input from the trustee managing the plans' assets. Our expected long-term rate of return on plan assets is based on a target allocation of assets, which is based on our goal of earning the highest rate of return while maintaining risk at acceptable levels. The plans strive to have assets sufficiently diversified so that adverse or unexpected results from one security class will not have an unduly detrimental impact on the entire portfolio. We regularly review our actual asset allocation and the pension plans' investments are periodically rebalanced to our targeted allocation when considered appropriate. Continental's plan assets are allocated within the following guidelines:

	Percent of Total			Expected Long-Term Rate of Return
Equity securities		38-54	%		10	%
Fixed-income securities		27-33			6
Alternatives		17-23			7
Other		2-6			4

United's target allocation for the defined benefit pension plan assets is 54% in equity securities and 46% in fixed income securities, while 100% of other postretirement plan assets are invested in a deposit administration fund.

Assumed health care cost trend rates have a significant effect on the amounts reported for the other postretirement plans. A 1% change in the assumed health care trend rate for the Company would have the following additional effects (in millions):

	UAL					United					Continental
	1% Increase		1% Decrease			1% Increase		1% Decrease			1% Increase		1% Decrease
Effect on total service and interest cost for the year ended December 31, 2011	$	21	$	(18	)	$	18	$	(15	)	$	3	$	(3	)
Effect on postretirement benefit obligation at December 31, 2011		308		(255	)		262		(219	)		46		(36	)

A one percentage point decrease in the weighted average discount rate would increase UAL's postretirement benefit liability by approximately $308 million and increase the estimated 2011 benefits expense by approximately $21 million.

Fair Value Information. Accounting standards require us to use valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows:

Level 1	Unadjusted quoted prices in active markets for assets or liabilities identical to those to be reported at fair value
Level 2	Other inputs that are observable directly or indirectly, such as quoted prices for similar assets or liabilities or market-corroborated inputs
Level 3	Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about how market participants would price the assets or liabilities

The following tables present information about the Company's pension and other postretirement plan assets at December 31, (in millions):

	UAL—2011								UAL—2010
Pension Plan Assets:	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Equity securities funds	$	872	$	355	$	517	$	—	$	1,310	$	—	$	1,310	$	—
Fixed-income securities		530		—		530		—		365		—		365		—
Alternatives		344		—		195		149		150		—		—		150
Insurance contract		42		—		—		42		42		—		—		42
Other investments		80		—		80		—		4		—		4		—
Total	$	1,868	$	355	$	1,322	$	191	$	1,871	$	—	$	1,679	$	192
Other Postretirement Benefit Plan Assets:
Deposit administration fund	$	58	$	—	$	—	$	58	$	58	$	—	$	—	$	58

	United—2011								United—2010
Pension Plan Assets:	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Equity securities funds	$	102	$	—	$	102	$	—	$	113	$	—	$	113	$	—
Fixed-income securities		47		—		47		—		24		—		24		—
Insurance contract		42		—		—		42		42		—		—		42
Other investments		4		—		4		—		4		—		4		—
Total	$	195	$	—	$	153	$	42	$	183	$	—	$	141	$	42
Other Postretirement Benefit Plan Assets:
Deposit administration fund	$	58	$	—	$	—	$	58	$	58	$	—	$	—	$	58

	Continental—2011								Continental—2010
Pension Plan Assets:	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Equity securities funds	$	770	$	355	$	415	$	—	$	1,197	$	—	$	1,197	$	—
Fixed-income securities		483		—		483		—		341		—		341		—
Alternatives		344		—		195		149		150		—		—		150
Other investments		76		—		76		—		—		—		—		—
Total	$	1,673	$	355	$	1,169	$	149	$	1,688	$	—	$	1,538	$	150

Equity and Fixed-Income Securities. Equity securities include investments in both developed market and emerging market equity securities. Fixed-income securities include primarily U.S. and non-U.S. government fixed-income securities and U.S. and non-U.S corporate fixed-income securities along with asset-backed securities.

Insurance Contract and Deposit Administration Fund. Each of these investments are stable value investment products structured to provide investment income.

Alternatives. Alternative investments consist primarily of investments in hedge fund and private equity interests.

Other investments. Other investments consist primarily of investments in currency and commodity commingled funds.

The reconciliation of our defined benefit plan assets measured at fair value using unobservable inputs (Level 3) for the years ended December 31, 2011 and 2010 is as follows (in millions):

	2011									2010
	UAL			United			Continental			UAL			United			Continental (a)
Balance at beginning of year	$	250		$	100		$	150		$	99		$	99		$	128
Assumed in Merger		—			—			—			139			—			—
Actual return on plan assets:
Unrealized gains (losses) relating to assets still held at year end		6			3			3			13			2			21
Purchases, sales, issuances and settlements (net)		(7	)		(3	)		(4	)		(1	)		(1	)		1
Balance at end of year	$	249		$	100		$	149		$	250		$	100		$	150

(a) Continental in 2010 represents combined Predecessor and Successor.

Funding requirements for tax-qualified defined benefit pension plans are determined by government regulations. The Company's contributions reflected above have satisfied its required contributions through the 2011 calendar year. Expected 2012 employer contributions to all of the Company's pension and postretirement plans are as follows (in millions):

	Pension		Other Postretirement  Benefits
UAL	$	195	$	145
United		11		129
Continental		184		16

Each of UAL's, United's and Continental's estimated future benefit payments, net of expected participant contributions, in all of the pension plans and other postretirement benefit plans as of December 31, 2011 are as follows (in millions):

	Pension		Other Postretirement		Other  Postretirement— subsidy receipts
UAL
2012	$	271	$	147	$	13
2013		282		150		15
2014		277		156		16
2015		279		163		17
2016		274		170		18
Years 2017—2021		1,361		971		105
United
2012	$	12	$	131	$	13
2013		12		133		15
2014		12		137		16
2015		10		142		17
2016		11		148		18
Years 2017—2021		62		840		105
Continental
2012	$	259	$	16	$	—
2013		270		17		—
2014		265		19		—
2015		269		21		—
2016		263		22		—
Years 2017—2021		1,299		131		—

Defined Contribution Plans

Depending upon the employee group, employer contributions consist of matching contributions and/or non-elective employer contributions. United's and Continental's employer contribution percentages vary from 2% to 16% and less than 1% to 14.75%, respectively, of eligible earnings depending on the terms of each plan. The Company's contributions to its defined contribution plans for the years ended December 31, were as follows (in millions):

	UAL (a)		United (a)		Continental Successor		Continental Predecessor
2011	$	325	$	230	$	95
2010		254		231		23	$	74
2009		244		244				93

(a) UAL and United amounts include International Association of Machinists ("IAM") multi-employer plan contributions of $34 million for each of the years ended December 31, 2011, 2010 and 2009.

Multi-Employer Plans

In 2006, United began participating in the IAM National Pension Plan ("IAM Plan") with respect to certain employees. The IAM Plan is a multi-employer pension plan whereby contributions by the participating company are based on covered hours by the applicable covered employees. The risks of participating in these multiemployer plans are different from single-employer plans, as the Company can be subject to additional risks that others do not meet their obligations, which in certain circumstances could revert to United.

United's participation in the IAM Plan for the annual period ended December 31, 2011, is outlined in the table below. There have been no significant changes that affect the comparability of 2011 and 2010 contributions. The IAM Plan reported $332 million and $318 million in employers' contributions for the years ended December 31, 2010 and 2009 respectively; United's contributions to the IAM Plan were $34 million for each of the years ended December 31, 2011, 2010 and 2009. For 2010 and 2009, the employer's contribution to the Company's plan represented more than 5% of total contributions.

Pension Fund	IAM National Pension Fund
EIN/ Pension Plan Number	51-6031295 - 002
Pension Protection Act Zone Status (2010 and 2009)*	Green Zone
FIP/RP Status Pending/Implemented	No
United's Contributions (Years ended December 31, 2011 and December 31, 2010)	$34 million
Surcharge Imposed	No
Expiration Date of Collective-Bargaining Agreement	N/A

* Plans in the green zone are at least 80 percent funded.

At the date the financial statements were issued, Forms 5500 were not available for the plan year ending in 2011.

Profit Sharing

UAL, United and Continental recorded profit sharing and related payroll tax expense of $265 million, $122 million and $143 million, respectively, in 2011. UAL, United, Continental Successor and Continental Predecessor recorded profit sharing and related payroll tax expense of $166 million, $165 million, less than $1 million and $77 million, respectively, in 2010. Profit sharing expense is recorded as a component of salaries and related costs in the consolidated statements of operations. The Company did not record profit sharing expense in 2009 due to pretax losses.

In 2011, substantially all employees participated in profit sharing plans, which paid 15% of total pre-tax earnings, excluding special items and share-based compensation expense, to eligible employees when pre-tax profit, excluding special items, profit sharing expense and share-based compensation program expense, exceeds $10 million. Eligible U.S. co-workers in each participating work group received a profit sharing payout using a formula based on the ratio of each qualified co-worker's annual eligible earnings to the eligible earnings of all qualified co-workers in all domestic workgroups. The international profit sharing plan paid eligible non-U.S. co-workers the same percentage of eligible pay that is calculated under the U.S. profit sharing plan.

During 2010, United and Continental maintained separate employee profit sharing plans for the employees of each respective subsidiary. United's profit sharing plan paid 15% of total GAAP pre-tax profits, excluding special items and share-based compensation expense, to the employees of United when pre-tax profit excluding special items, profit sharing expense and share-based compensation program expense exceeded $10 million. Continental's profit sharing plan created an award pool of 15% of annual pre-tax income excluding special, unusual or non-recurring items.

 

United Airlines Inc [Member]

Pension And Other Postretirement Plans

NOTE 9—PENSION AND OTHER POSTRETIREMENT PLANS

The following summarizes the significant pension and other postretirement plans of United and Continental:

Pension Plans

Continental maintains two primary defined benefit pension plans, one covering pilot employees and another covering substantially all of its U.S. non-pilot employees other than Continental Micronesia and Chelsea Food Services employees. Each of these plans provide benefits based on a combination of years of benefit accruals service and an employee's final average compensation. Additional benefit accruals were frozen under the plan covering Continental's pilot employees during 2005, at which time any existing accrued benefits for pilots were preserved. Benefit accruals for Continental's non-pilot employees under its other primary defined benefit pension plan continue.

United maintains a frozen defined benefit pension plan for a small number of former employees. United and Continental each maintain additional defined benefit pension plans, which cover certain international employees.

Other Postretirement Plans

United and Continental each maintain postretirement medical programs which provide medical benefits to certain retirees and eligible dependents, as well as life insurance benefits to certain retirees participating in United's plan. Benefits provided are subject to applicable contributions, co-payments, deductible and other limits as described in the specific plan documentation.

The following table sets forth the reconciliation of the beginning and ending balances of the benefit obligation and plan assets, the funded status and the amounts recognized in these financial statements for the defined benefit and other postretirement plans (in millions):

	Pension Benefits
	Year Ended December 31, 2011									Year Ended December 31, 2010
	UAL			United			Continental			UAL			United			Continental (a)
Accumulated benefit obligation:	$	3,321		$	220		$	3,101		$	2,999		$	214		$	2,785
Change in projected benefit obligation:
Projected benefit obligation at beginning of year	$	3,322		$	256		$	3,066		$	228		$	228		$	2,629
Merger impact (b)		—			—			—			3,169			—			439
Service cost		88			7			81			27			6			71
Interest cost		178			10			168			51			9			161
Actuarial (gain) loss		251			(2	)		253			(130	)		17			(147	)
Gross benefits paid		(137	)		(8	)		(129	)		(23	)		(7	)		(75	)
Other		6			(4	)		10			—			3			(12	)
Projected benefit obligation at end of year	$	3,708		$	259		$	3,449		$	3,322		$	256		$	3,066
Change in plan assets:
Fair value of plan assets at beginning of year	$	1,871		$	183		$	1,688		$	156		$	156		$	1,371
Merger impact (b)		—			—			—			1,549			—			83
Actual gain (loss) on plan assets		(47	)		5			(52	)		131			16			115
Employer contributions		194			24			170			58			18			202
Benefits paid		(137	)		(8	)		(129	)		(23	)		(7	)		(75	)
Other		(13	)		(9	)		(4	)		—			—		$	(8	)
Fair value of plan assets at end of year	$	1,868		$	195		$	1,673		$	1,871		$	183		$	1,688
Funded status—Net amount recognized	$	(1,840	)	$	(64	)	$	(1,776	)	$	(1,451	)	$	(73	)	$	(1,378	)

(a) Continental, in 2010, represents combined Predecessor and Successor. Other than remeasurement described in (b), all other activity occurred on a consistent basis throughout 2010.

(b) UAL, in 2010, represents plan assets and liabilities assumed in Merger. Continental, in 2010, represents remeasurement of the projected benefit obligation as of the Merger closing date.

	Pension Benefits
	December 31, 2011									December 31, 2010
	UAL			United			Continental			UAL			United			Continental (a)
Amounts recognized in the consolidated balance sheets consist of:
Noncurrent asset	$	31		$	31		$	—		$	32		$	32		$	—
Current liability		(9	)		(3	)		(6	)		(10	)		(4	)		(6	)
Noncurrent liability		(1,862	)		(92	)		(1,770	)		(1,473	)		(101	)		(1,372	)
Total liability	$	(1,840	)	$	(64	)	$	(1,776	)	$	(1,451	)	$	(73	)	$	(1,378	)
Amounts recognized in accumulated other comprehensive income consist of:
Net actuarial gain (loss)	$	(231	)	$	(10	)	$	(221	)	$	226		$	(7	)	$	233
Prior service credit (cost)		3			18			(15	)		18			18			—
Total accumulated other comprehensive income (loss)	$	(228	)	$	8		$	(236	)	$	244		$	11		$	233

	Other Postretirement Benefits
	Year Ended December 31, 2011									Year Ended December 31, 2010
	UAL			United			Continental			UAL			United			Continental (a)
Change in benefit obligation:
Benefit obligation at beginning of year	$	2,494		$	2,225		$	269		$	2,069		$	2,069		$	233
Merger impact (b)		—			—			—			278			—			35
Service cost		47			34			13			33			30			11
Interest cost		127			113			14			118			115			13
Plan participants' contributions		73			70			3			72			72			3
Actuarial (gain) loss		(2	)		(25	)		23			120			131			(11	)
Federal subsidy		13			13			—			13			13			—
Plan amendments		3			3			—			—			—			2
Gross benefits paid		(214	)		(200	)		(14	)		(209	)		(205	)		(17	)
Benefit obligation at end of year	$	2,541		$	2,233		$	308		$	2,494		$	2,225		$	269
Change in plan assets:
Fair value of plan assets at beginning of year	$	58		$	58		$	—		$	58		$	58		$	—
Actual return on plan assets		1			1			—			2			2			—
Employer contributions		141			129			12			131			131			—
Plan participants' contributions		72			70			2			72			72			—
Benefits paid		(214	)		(200	)		(14	)		(205	)		(205	)		—
Fair value of plan assets at end of year	$	58		$	58		$	—		$	58		$	58		$	—
Funded status—Net amount recognized	$	(2,483	)	$	(2,175	)	$	(308	)	$	(2,436	)	$	(2,167	)	$	(269	)

(a) Continental, in 2010, represents combined Predecessor and Successor. Other than remeasurement described in (b), all other activity occurred on a consistent basis throughout 2010.

(b) UAL, in 2010, represents plan assets and liabilities assumed in Merger. Continental, in 2010, represents remeasurement of the projected benefit obligation as of the Merger closing date.

	Other Postretirement Benefits
	December 31, 2011									December 31, 2010
	UAL			United			Continental			UAL			United			Continental (a)
Amounts recognized in the consolidated balance sheets consist of:
Current liability	$	(76	)	$	(60	)	$	(16	)	$	(92	)	$	(76	)	$	(16	)
Noncurrent liability		(2,407	)		(2,115	)		(292	)		(2,344	)		(2,091	)		(253	)
Total liability	$	(2,483	)	$	(2,175	)	$	(308	)	$	(2,436	)	$	(2,167	)	$	(269	)
Amounts recognized in accumulated other comprehensive income consist of:
Net actuarial gain (loss)	$	33		$	46		$	(13	)	$	24		$	13		$	11
Prior service cost		(2	)		(2	)		—			—			—			—
Total accumulated other comprehensive income (loss)	$	31		$	44		$	(13	)	$	24		$	13		$	11

(a) Continental, in 2010, represents combined Predecessor and Successor.

The following information relates to all pension plans with an accumulated benefit obligation and a projected benefit obligation in excess of plan assets at December 31, (in millions):

	UAL				United				Continental
	2011		2010		2011		2010		2011		2010
Projected benefit obligation	$	3,594	$	3,202	$	145	$	136	$	3,449	$	3,066
Accumulated benefit obligation		3,230		2,906		129		121		3,101		2,785
Fair value of plan assets		1,731		1,742		58		54		1,673		1,688

Net periodic benefit cost for the years ended December 31, included the following components (in millions):

	2011
	Pension Benefits									Other Postretirement Benefits
	UAL			United			Continental			UAL			United			Continental
Service cost	$	88		$	7		$	81		$	47		$	34		$	13
Interest cost		178			10			168			127			113			14
Expected return on plan assets		(140	)		(11	)		(129	)		(2	)		(2	)		—
Amortization of prior service cost (credit)		(2	)		(2	)		—			—			—			—
Settlement (gain) loss		1			1			—			—			—			—
Amortization of unrecognized actuarial (gain) loss		(20	)		1			(21	)		(2	)		(1	)		(1	)
Net periodic benefit cost	$	105		$	6		$	99		$	170		$	144		$	26

	2010
	Pension Benefits												Other Postretirement Benefits
	UAL			United			Continental Successor			Continental Predecessor			UAL			United			Continental Successor		Continental Predecessor
Service cost	$	27		$	6		$	21		$	50		$	33		$	30		$	3	$	7
Interest cost		51			9			42			119			120			116			4		10
Expected return on plan assets		(39	)		(9	)		(30	)		(82	)		(2	)		(2	)		—		—
Curtailment gain		(7	)		—			(7	)		—			—			—			—		—
Amortization of prior service cost (credit)		(2	)		(2	)		—			7			—			—			—		16
Special termination benefits		4			—			4			—			—			—			—		—
Amortization of unrecognized actuarial (gain) loss		1			1			—			65			(12	)		(12	)		—		(3	)
Net periodic benefit cost	$	35		$	5		$	30		$	159		$	139		$	132		$	7	$	30

	2009
	Pension Benefits						Other Postretirement  Benefits
	UAL & United			Continental Predecessor			UAL & United			Continental Predecessor
Service cost	$	6		$	65		$	28		$	11
Interest cost		8			153			114			15
Expected return on plan assets		(7	)		(89	)		(4	)		—
Curtailment gain		(1	)		—			(9	)		—
Amortization of prior service cost		—			10			—			21
Amortization of unrecognized actuarial (gain) loss		2			111			(20	)		(2	)
Net periodic benefit cost	$	8		$	250		$	109		$	45
Settlement charges (included in special charges)		—			29			—			—
Net benefit expense	$	8		$	279		$	109		$	45

The Continental settlement charges in 2009, which were classified as special items, are non-cash charges related to lump sum distributions from the Continental pilot-only defined benefit pension plan to pilots who retired. Settlement accounting is required if, for a given year, the cost of all settlements exceeds, or is expected to exceed, the sum of the service cost and interest cost components of net periodic pension expense for a plan. Under settlement accounting, unrecognized plan gains or losses must be recognized immediately in proportion to the percentage reduction of the plan's projected pension benefit obligation.

The estimated amounts that will be amortized in 2012 for actuarial gains (losses) are as follows (in millions):

	Pension Benefits									Other Postretirement Benefits
	UAL			United			Continental			UAL		United		Continental
Actuarial gain (loss) to be reclassified from accumulated other comprehensive income into net periodic benefit cost	$	(21	)	$	(1	)	$	(20	)	$	3	$	4	$	(1	)

The weighted-average assumptions used for the benefit plans were as follows:

	Pension Benefits
	United						Continental Successor						Continental Predecessor
Weighted-average assumptions used to determine benefit obligations	2011			2010			2011			2010			2010
Discount rate (a)		3.34	%		3.56	%		5.13	%		5.52	%		5.24	%
Rate of compensation increase (a)		3.11	%		3.29	%		2.44	%		2.44	%		2.44	%
Weighted-average assumptions used to determine net expense
Discount rate		3.67	%		3.96	%		5.52	%		5.24	%		6.05	%
Expected return on plan assets		5.82	%		5.71	%		7.75	%		7.75	%		8.00	%
Rate of compensation increase		3.32	%		3.33	%		2.44	%		2.44	%		2.30	%

(a) The 2010 discount rate and rate of compensation increase used to determine benefit obligations at the Merger closing date are 5.24% and 2.44%, respectively.

	Other Postretirement Benefits
	United						Continental Successor						Continental Predecessor
Weighted-average assumptions used to determine benefit obligations	2011			2010			2011			2010			2010
Discount rate (a)		4.93	%		5.15	%		4.78	%		4.97	%		4.58	%
Weighted-average assumptions used to determine net expense
Discount rate		5.15	%		5.69	%		4.97	%		4.58	%		5.57	%
Expected return on plan assets		4.00	%		4.00	%		N/A			N/A			N/A
Health care cost trend rate assumed for next year		7.00	%		8.00	%		7.00	%		7.50	%		7.50	%
Rate to which the cost trend rate is assumed to decline (ultimate trend rate in 2020)		5.00	%		5.00	%		5.00	%		5.00	%

(a) The 2010 discount rate used to determine benefit obligations at the Merger closing date is 4.58%.

UAL selected the 2011 discount rate for each of its plans by using a hypothetical portfolio of high quality bonds at December 31, 2011, that would provide the necessary cash flows to match projected benefit payments. Prior to 2011, the discount rate was selected using a cash flow matching technique where projected benefit payments were matched to a yield curve based on high quality bond yields as of the measurement date. This change increased the discount rate which lowered the present value of the liability at UAL, United and Continental by approximately $525 million, $200 million and $325 million, respectively.

We develop our expected long-term rate of return assumption based on historical experience and by evaluating input from the trustee managing the plans' assets. Our expected long-term rate of return on plan assets is based on a target allocation of assets, which is based on our goal of earning the highest rate of return while maintaining risk at acceptable levels. The plans strive to have assets sufficiently diversified so that adverse or unexpected results from one security class will not have an unduly detrimental impact on the entire portfolio. We regularly review our actual asset allocation and the pension plans' investments are periodically rebalanced to our targeted allocation when considered appropriate. Continental's plan assets are allocated within the following guidelines:

	Percent of Total			Expected Long-Term Rate of Return
Equity securities		38-54	%		10	%
Fixed-income securities		27-33			6
Alternatives		17-23			7
Other		2-6			4

United's target allocation for the defined benefit pension plan assets is 54% in equity securities and 46% in fixed income securities, while 100% of other postretirement plan assets are invested in a deposit administration fund.

Assumed health care cost trend rates have a significant effect on the amounts reported for the other postretirement plans. A 1% change in the assumed health care trend rate for the Company would have the following additional effects (in millions):

	UAL					United					Continental
	1% Increase		1% Decrease			1% Increase		1% Decrease			1% Increase		1% Decrease
Effect on total service and interest cost for the year ended December 31, 2011	$	21	$	(18	)	$	18	$	(15	)	$	3	$	(3	)
Effect on postretirement benefit obligation at December 31, 2011		308		(255	)		262		(219	)		46		(36	)

A one percentage point decrease in the weighted average discount rate would increase UAL's postretirement benefit liability by approximately $308 million and increase the estimated 2011 benefits expense by approximately $21 million.

Fair Value Information. Accounting standards require us to use valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows:

Level 1	Unadjusted quoted prices in active markets for assets or liabilities identical to those to be reported at fair value
Level 2	Other inputs that are observable directly or indirectly, such as quoted prices for similar assets or liabilities or market-corroborated inputs
Level 3	Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about how market participants would price the assets or liabilities

The following tables present information about the Company's pension and other postretirement plan assets at December 31, (in millions):

	UAL—2011								UAL—2010
Pension Plan Assets:	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Equity securities funds	$	872	$	355	$	517	$	—	$	1,310	$	—	$	1,310	$	—
Fixed-income securities		530		—		530		—		365		—		365		—
Alternatives		344		—		195		149		150		—		—		150
Insurance contract		42		—		—		42		42		—		—		42
Other investments		80		—		80		—		4		—		4		—
Total	$	1,868	$	355	$	1,322	$	191	$	1,871	$	—	$	1,679	$	192
Other Postretirement Benefit Plan Assets:
Deposit administration fund	$	58	$	—	$	—	$	58	$	58	$	—	$	—	$	58

	United—2011								United—2010
Pension Plan Assets:	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Equity securities funds	$	102	$	—	$	102	$	—	$	113	$	—	$	113	$	—
Fixed-income securities		47		—		47		—		24		—		24		—
Insurance contract		42		—		—		42		42		—		—		42
Other investments		4		—		4		—		4		—		4		—
Total	$	195	$	—	$	153	$	42	$	183	$	—	$	141	$	42
Other Postretirement Benefit Plan Assets:
Deposit administration fund	$	58	$	—	$	—	$	58	$	58	$	—	$	—	$	58

	Continental—2011								Continental—2010
Pension Plan Assets:	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Equity securities funds	$	770	$	355	$	415	$	—	$	1,197	$	—	$	1,197	$	—
Fixed-income securities		483		—		483		—		341		—		341		—
Alternatives		344		—		195		149		150		—		—		150
Other investments		76		—		76		—		—		—		—		—
Total	$	1,673	$	355	$	1,169	$	149	$	1,688	$	—	$	1,538	$	150

Equity and Fixed-Income Securities. Equity securities include investments in both developed market and emerging market equity securities. Fixed-income securities include primarily U.S. and non-U.S. government fixed-income securities and U.S. and non-U.S corporate fixed-income securities along with asset-backed securities.

Insurance Contract and Deposit Administration Fund. Each of these investments are stable value investment products structured to provide investment income.

Alternatives. Alternative investments consist primarily of investments in hedge fund and private equity interests.

Other investments. Other investments consist primarily of investments in currency and commodity commingled funds.

The reconciliation of our defined benefit plan assets measured at fair value using unobservable inputs (Level 3) for the years ended December 31, 2011 and 2010 is as follows (in millions):

	2011									2010
	UAL			United			Continental			UAL			United			Continental (a)
Balance at beginning of year	$	250		$	100		$	150		$	99		$	99		$	128
Assumed in Merger		—			—			—			139			—			—
Actual return on plan assets:
Unrealized gains (losses) relating to assets still held at year end		6			3			3			13			2			21
Purchases, sales, issuances and settlements (net)		(7	)		(3	)		(4	)		(1	)		(1	)		1
Balance at end of year	$	249		$	100		$	149		$	250		$	100		$	150

(a) Continental in 2010 represents combined Predecessor and Successor.

Funding requirements for tax-qualified defined benefit pension plans are determined by government regulations. The Company's contributions reflected above have satisfied its required contributions through the 2011 calendar year. Expected 2012 employer contributions to all of the Company's pension and postretirement plans are as follows (in millions):

	Pension		Other Postretirement  Benefits
UAL	$	195	$	145
United		11		129
Continental		184		16

Each of UAL's, United's and Continental's estimated future benefit payments, net of expected participant contributions, in all of the pension plans and other postretirement benefit plans as of December 31, 2011 are as follows (in millions):

	Pension		Other Postretirement		Other  Postretirement— subsidy receipts
UAL
2012	$	271	$	147	$	13
2013		282		150		15
2014		277		156		16
2015		279		163		17
2016		274		170		18
Years 2017—2021		1,361		971		105
United
2012	$	12	$	131	$	13
2013		12		133		15
2014		12		137		16
2015		10		142		17
2016		11		148		18
Years 2017—2021		62		840		105
Continental
2012	$	259	$	16	$	—
2013		270		17		—
2014		265		19		—
2015		269		21		—
2016		263		22		—
Years 2017—2021		1,299		131		—

Defined Contribution Plans

Depending upon the employee group, employer contributions consist of matching contributions and/or non-elective employer contributions. United's and Continental's employer contribution percentages vary from 2% to 16% and less than 1% to 14.75%, respectively, of eligible earnings depending on the terms of each plan. The Company's contributions to its defined contribution plans for the years ended December 31, were as follows (in millions):

	UAL (a)		United (a)		Continental Successor		Continental Predecessor
2011	$	325	$	230	$	95
2010		254		231		23	$	74
2009		244		244				93

(a) UAL and United amounts include International Association of Machinists ("IAM") multi-employer plan contributions of $34 million for each of the years ended December 31, 2011, 2010 and 2009.

Multi-Employer Plans

In 2006, United began participating in the IAM National Pension Plan ("IAM Plan") with respect to certain employees. The IAM Plan is a multi-employer pension plan whereby contributions by the participating company are based on covered hours by the applicable covered employees. The risks of participating in these multiemployer plans are different from single-employer plans, as the Company can be subject to additional risks that others do not meet their obligations, which in certain circumstances could revert to United.

United's participation in the IAM Plan for the annual period ended December 31, 2011, is outlined in the table below. There have been no significant changes that affect the comparability of 2011 and 2010 contributions. The IAM Plan reported $332 million and $318 million in employers' contributions for the years ended December 31, 2010 and 2009 respectively; United's contributions to the IAM Plan were $34 million for each of the years ended December 31, 2011, 2010 and 2009. For 2010 and 2009, the employer's contribution to the Company's plan represented more than 5% of total contributions.

Pension Fund	IAM National Pension Fund
EIN/ Pension Plan Number	51-6031295 - 002
Pension Protection Act Zone Status (2010 and 2009)*	Green Zone
FIP/RP Status Pending/Implemented	No
United's Contributions (Years ended December 31, 2011 and December 31, 2010)	$34 million
Surcharge Imposed	No
Expiration Date of Collective-Bargaining Agreement	N/A

* Plans in the green zone are at least 80 percent funded.

At the date the financial statements were issued, Forms 5500 were not available for the plan year ending in 2011.

Profit Sharing

UAL, United and Continental recorded profit sharing and related payroll tax expense of $265 million, $122 million and $143 million, respectively, in 2011. UAL, United, Continental Successor and Continental Predecessor recorded profit sharing and related payroll tax expense of $166 million, $165 million, less than $1 million and $77 million, respectively, in 2010. Profit sharing expense is recorded as a component of salaries and related costs in the consolidated statements of operations. The Company did not record profit sharing expense in 2009 due to pretax losses.

In 2011, substantially all employees participated in profit sharing plans, which paid 15% of total pre-tax earnings, excluding special items and share-based compensation expense, to eligible employees when pre-tax profit, excluding special items, profit sharing expense and share-based compensation program expense, exceeds $10 million. Eligible U.S. co-workers in each participating work group received a profit sharing payout using a formula based on the ratio of each qualified co-worker's annual eligible earnings to the eligible earnings of all qualified co-workers in all domestic workgroups. The international profit sharing plan paid eligible non-U.S. co-workers the same percentage of eligible pay that is calculated under the U.S. profit sharing plan.

During 2010, United and Continental maintained separate employee profit sharing plans for the employees of each respective subsidiary. United's profit sharing plan paid 15% of total GAAP pre-tax profits, excluding special items and share-based compensation expense, to the employees of United when pre-tax profit excluding special items, profit sharing expense and share-based compensation program expense exceeded $10 million. Continental's profit sharing plan created an award pool of 15% of annual pre-tax income excluding special, unusual or non-recurring items.

Continental Airlines Inc [Member]

Pension And Other Postretirement Plans

NOTE 9—PENSION AND OTHER POSTRETIREMENT PLANS

The following summarizes the significant pension and other postretirement plans of United and Continental:

Pension Plans

Continental maintains two primary defined benefit pension plans, one covering pilot employees and another covering substantially all of its U.S. non-pilot employees other than Continental Micronesia and Chelsea Food Services employees. Each of these plans provide benefits based on a combination of years of benefit accruals service and an employee's final average compensation. Additional benefit accruals were frozen under the plan covering Continental's pilot employees during 2005, at which time any existing accrued benefits for pilots were preserved. Benefit accruals for Continental's non-pilot employees under its other primary defined benefit pension plan continue.

United maintains a frozen defined benefit pension plan for a small number of former employees. United and Continental each maintain additional defined benefit pension plans, which cover certain international employees.

Other Postretirement Plans

United and Continental each maintain postretirement medical programs which provide medical benefits to certain retirees and eligible dependents, as well as life insurance benefits to certain retirees participating in United's plan. Benefits provided are subject to applicable contributions, co-payments, deductible and other limits as described in the specific plan documentation.

The following table sets forth the reconciliation of the beginning and ending balances of the benefit obligation and plan assets, the funded status and the amounts recognized in these financial statements for the defined benefit and other postretirement plans (in millions):

	Pension Benefits
	Year Ended December 31, 2011									Year Ended December 31, 2010
	UAL			United			Continental			UAL			United			Continental (a)
Accumulated benefit obligation:	$	3,321		$	220		$	3,101		$	2,999		$	214		$	2,785
Change in projected benefit obligation:
Projected benefit obligation at beginning of year	$	3,322		$	256		$	3,066		$	228		$	228		$	2,629
Merger impact (b)		—			—			—			3,169			—			439
Service cost		88			7			81			27			6			71
Interest cost		178			10			168			51			9			161
Actuarial (gain) loss		251			(2	)		253			(130	)		17			(147	)
Gross benefits paid		(137	)		(8	)		(129	)		(23	)		(7	)		(75	)
Other		6			(4	)		10			—			3			(12	)
Projected benefit obligation at end of year	$	3,708		$	259		$	3,449		$	3,322		$	256		$	3,066
Change in plan assets:
Fair value of plan assets at beginning of year	$	1,871		$	183		$	1,688		$	156		$	156		$	1,371
Merger impact (b)		—			—			—			1,549			—			83
Actual gain (loss) on plan assets		(47	)		5			(52	)		131			16			115
Employer contributions		194			24			170			58			18			202
Benefits paid		(137	)		(8	)		(129	)		(23	)		(7	)		(75	)
Other		(13	)		(9	)		(4	)		—			—		$	(8	)
Fair value of plan assets at end of year	$	1,868		$	195		$	1,673		$	1,871		$	183		$	1,688
Funded status—Net amount recognized	$	(1,840	)	$	(64	)	$	(1,776	)	$	(1,451	)	$	(73	)	$	(1,378	)

(a) Continental, in 2010, represents combined Predecessor and Successor. Other than remeasurement described in (b), all other activity occurred on a consistent basis throughout 2010.

(b) UAL, in 2010, represents plan assets and liabilities assumed in Merger. Continental, in 2010, represents remeasurement of the projected benefit obligation as of the Merger closing date.

	Pension Benefits
	December 31, 2011									December 31, 2010
	UAL			United			Continental			UAL			United			Continental (a)
Amounts recognized in the consolidated balance sheets consist of:
Noncurrent asset	$	31		$	31		$	—		$	32		$	32		$	—
Current liability		(9	)		(3	)		(6	)		(10	)		(4	)		(6	)
Noncurrent liability		(1,862	)		(92	)		(1,770	)		(1,473	)		(101	)		(1,372	)
Total liability	$	(1,840	)	$	(64	)	$	(1,776	)	$	(1,451	)	$	(73	)	$	(1,378	)
Amounts recognized in accumulated other comprehensive income consist of:
Net actuarial gain (loss)	$	(231	)	$	(10	)	$	(221	)	$	226		$	(7	)	$	233
Prior service credit (cost)		3			18			(15	)		18			18			—
Total accumulated other comprehensive income (loss)	$	(228	)	$	8		$	(236	)	$	244		$	11		$	233

	Other Postretirement Benefits
	Year Ended December 31, 2011									Year Ended December 31, 2010
	UAL			United			Continental			UAL			United			Continental (a)
Change in benefit obligation:
Benefit obligation at beginning of year	$	2,494		$	2,225		$	269		$	2,069		$	2,069		$	233
Merger impact (b)		—			—			—			278			—			35
Service cost		47			34			13			33			30			11
Interest cost		127			113			14			118			115			13
Plan participants' contributions		73			70			3			72			72			3
Actuarial (gain) loss		(2	)		(25	)		23			120			131			(11	)
Federal subsidy		13			13			—			13			13			—
Plan amendments		3			3			—			—			—			2
Gross benefits paid		(214	)		(200	)		(14	)		(209	)		(205	)		(17	)
Benefit obligation at end of year	$	2,541		$	2,233		$	308		$	2,494		$	2,225		$	269
Change in plan assets:
Fair value of plan assets at beginning of year	$	58		$	58		$	—		$	58		$	58		$	—
Actual return on plan assets		1			1			—			2			2			—
Employer contributions		141			129			12			131			131			—
Plan participants' contributions		72			70			2			72			72			—
Benefits paid		(214	)		(200	)		(14	)		(205	)		(205	)		—
Fair value of plan assets at end of year	$	58		$	58		$	—		$	58		$	58		$	—
Funded status—Net amount recognized	$	(2,483	)	$	(2,175	)	$	(308	)	$	(2,436	)	$	(2,167	)	$	(269	)

(a) Continental, in 2010, represents combined Predecessor and Successor. Other than remeasurement described in (b), all other activity occurred on a consistent basis throughout 2010.

(b) UAL, in 2010, represents plan assets and liabilities assumed in Merger. Continental, in 2010, represents remeasurement of the projected benefit obligation as of the Merger closing date.

	Other Postretirement Benefits
	December 31, 2011									December 31, 2010
	UAL			United			Continental			UAL			United			Continental (a)
Amounts recognized in the consolidated balance sheets consist of:
Current liability	$	(76	)	$	(60	)	$	(16	)	$	(92	)	$	(76	)	$	(16	)
Noncurrent liability		(2,407	)		(2,115	)		(292	)		(2,344	)		(2,091	)		(253	)
Total liability	$	(2,483	)	$	(2,175	)	$	(308	)	$	(2,436	)	$	(2,167	)	$	(269	)
Amounts recognized in accumulated other comprehensive income consist of:
Net actuarial gain (loss)	$	33		$	46		$	(13	)	$	24		$	13		$	11
Prior service cost		(2	)		(2	)		—			—			—			—
Total accumulated other comprehensive income (loss)	$	31		$	44		$	(13	)	$	24		$	13		$	11

(a) Continental, in 2010, represents combined Predecessor and Successor.

The following information relates to all pension plans with an accumulated benefit obligation and a projected benefit obligation in excess of plan assets at December 31, (in millions):

	UAL				United				Continental
	2011		2010		2011		2010		2011		2010
Projected benefit obligation	$	3,594	$	3,202	$	145	$	136	$	3,449	$	3,066
Accumulated benefit obligation		3,230		2,906		129		121		3,101		2,785
Fair value of plan assets		1,731		1,742		58		54		1,673		1,688

Net periodic benefit cost for the years ended December 31, included the following components (in millions):

	2011
	Pension Benefits									Other Postretirement Benefits
	UAL			United			Continental			UAL			United			Continental
Service cost	$	88		$	7		$	81		$	47		$	34		$	13
Interest cost		178			10			168			127			113			14
Expected return on plan assets		(140	)		(11	)		(129	)		(2	)		(2	)		—
Amortization of prior service cost (credit)		(2	)		(2	)		—			—			—			—
Settlement (gain) loss		1			1			—			—			—			—
Amortization of unrecognized actuarial (gain) loss		(20	)		1			(21	)		(2	)		(1	)		(1	)
Net periodic benefit cost	$	105		$	6		$	99		$	170		$	144		$	26

	2010
	Pension Benefits												Other Postretirement Benefits
	UAL			United			Continental Successor			Continental Predecessor			UAL			United			Continental Successor		Continental Predecessor
Service cost	$	27		$	6		$	21		$	50		$	33		$	30		$	3	$	7
Interest cost		51			9			42			119			120			116			4		10
Expected return on plan assets		(39	)		(9	)		(30	)		(82	)		(2	)		(2	)		—		—
Curtailment gain		(7	)		—			(7	)		—			—			—			—		—
Amortization of prior service cost (credit)		(2	)		(2	)		—			7			—			—			—		16
Special termination benefits		4			—			4			—			—			—			—		—
Amortization of unrecognized actuarial (gain) loss		1			1			—			65			(12	)		(12	)		—		(3	)
Net periodic benefit cost	$	35		$	5		$	30		$	159		$	139		$	132		$	7	$	30

	2009
	Pension Benefits						Other Postretirement  Benefits
	UAL & United			Continental Predecessor			UAL & United			Continental Predecessor
Service cost	$	6		$	65		$	28		$	11
Interest cost		8			153			114			15
Expected return on plan assets		(7	)		(89	)		(4	)		—
Curtailment gain		(1	)		—			(9	)		—
Amortization of prior service cost		—			10			—			21
Amortization of unrecognized actuarial (gain) loss		2			111			(20	)		(2	)
Net periodic benefit cost	$	8		$	250		$	109		$	45
Settlement charges (included in special charges)		—			29			—			—
Net benefit expense	$	8		$	279		$	109		$	45

The Continental settlement charges in 2009, which were classified as special items, are non-cash charges related to lump sum distributions from the Continental pilot-only defined benefit pension plan to pilots who retired. Settlement accounting is required if, for a given year, the cost of all settlements exceeds, or is expected to exceed, the sum of the service cost and interest cost components of net periodic pension expense for a plan. Under settlement accounting, unrecognized plan gains or losses must be recognized immediately in proportion to the percentage reduction of the plan's projected pension benefit obligation.

The estimated amounts that will be amortized in 2012 for actuarial gains (losses) are as follows (in millions):

	Pension Benefits									Other Postretirement Benefits
	UAL			United			Continental			UAL		United		Continental
Actuarial gain (loss) to be reclassified from accumulated other comprehensive income into net periodic benefit cost	$	(21	)	$	(1	)	$	(20	)	$	3	$	4	$	(1	)

The weighted-average assumptions used for the benefit plans were as follows:

	Pension Benefits
	United						Continental Successor						Continental Predecessor
Weighted-average assumptions used to determine benefit obligations	2011			2010			2011			2010			2010
Discount rate (a)		3.34	%		3.56	%		5.13	%		5.52	%		5.24	%
Rate of compensation increase (a)		3.11	%		3.29	%		2.44	%		2.44	%		2.44	%
Weighted-average assumptions used to determine net expense
Discount rate		3.67	%		3.96	%		5.52	%		5.24	%		6.05	%
Expected return on plan assets		5.82	%		5.71	%		7.75	%		7.75	%		8.00	%
Rate of compensation increase		3.32	%		3.33	%		2.44	%		2.44	%		2.30	%

(a) The 2010 discount rate and rate of compensation increase used to determine benefit obligations at the Merger closing date are 5.24% and 2.44%, respectively.

	Other Postretirement Benefits
	United						Continental Successor						Continental Predecessor
Weighted-average assumptions used to determine benefit obligations	2011			2010			2011			2010			2010
Discount rate (a)		4.93	%		5.15	%		4.78	%		4.97	%		4.58	%
Weighted-average assumptions used to determine net expense
Discount rate		5.15	%		5.69	%		4.97	%		4.58	%		5.57	%
Expected return on plan assets		4.00	%		4.00	%		N/A			N/A			N/A
Health care cost trend rate assumed for next year		7.00	%		8.00	%		7.00	%		7.50	%		7.50	%
Rate to which the cost trend rate is assumed to decline (ultimate trend rate in 2020)		5.00	%		5.00	%		5.00	%		5.00	%

(a) The 2010 discount rate used to determine benefit obligations at the Merger closing date is 4.58%.

UAL selected the 2011 discount rate for each of its plans by using a hypothetical portfolio of high quality bonds at December 31, 2011, that would provide the necessary cash flows to match projected benefit payments. Prior to 2011, the discount rate was selected using a cash flow matching technique where projected benefit payments were matched to a yield curve based on high quality bond yields as of the measurement date. This change increased the discount rate which lowered the present value of the liability at UAL, United and Continental by approximately $525 million, $200 million and $325 million, respectively.

We develop our expected long-term rate of return assumption based on historical experience and by evaluating input from the trustee managing the plans' assets. Our expected long-term rate of return on plan assets is based on a target allocation of assets, which is based on our goal of earning the highest rate of return while maintaining risk at acceptable levels. The plans strive to have assets sufficiently diversified so that adverse or unexpected results from one security class will not have an unduly detrimental impact on the entire portfolio. We regularly review our actual asset allocation and the pension plans' investments are periodically rebalanced to our targeted allocation when considered appropriate. Continental's plan assets are allocated within the following guidelines:

	Percent of Total			Expected Long-Term Rate of Return
Equity securities		38-54	%		10	%
Fixed-income securities		27-33			6
Alternatives		17-23			7
Other		2-6			4

United's target allocation for the defined benefit pension plan assets is 54% in equity securities and 46% in fixed income securities, while 100% of other postretirement plan assets are invested in a deposit administration fund.

Assumed health care cost trend rates have a significant effect on the amounts reported for the other postretirement plans. A 1% change in the assumed health care trend rate for the Company would have the following additional effects (in millions):

	UAL					United					Continental
	1% Increase		1% Decrease			1% Increase		1% Decrease			1% Increase		1% Decrease
Effect on total service and interest cost for the year ended December 31, 2011	$	21	$	(18	)	$	18	$	(15	)	$	3	$	(3	)
Effect on postretirement benefit obligation at December 31, 2011		308		(255	)		262		(219	)		46		(36	)

A one percentage point decrease in the weighted average discount rate would increase UAL's postretirement benefit liability by approximately $308 million and increase the estimated 2011 benefits expense by approximately $21 million.

Fair Value Information. Accounting standards require us to use valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows:

Level 1	Unadjusted quoted prices in active markets for assets or liabilities identical to those to be reported at fair value
Level 2	Other inputs that are observable directly or indirectly, such as quoted prices for similar assets or liabilities or market-corroborated inputs
Level 3	Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about how market participants would price the assets or liabilities

The following tables present information about the Company's pension and other postretirement plan assets at December 31, (in millions):

	UAL—2011								UAL—2010
Pension Plan Assets:	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Equity securities funds	$	872	$	355	$	517	$	—	$	1,310	$	—	$	1,310	$	—
Fixed-income securities		530		—		530		—		365		—		365		—
Alternatives		344		—		195		149		150		—		—		150
Insurance contract		42		—		—		42		42		—		—		42
Other investments		80		—		80		—		4		—		4		—
Total	$	1,868	$	355	$	1,322	$	191	$	1,871	$	—	$	1,679	$	192
Other Postretirement Benefit Plan Assets:
Deposit administration fund	$	58	$	—	$	—	$	58	$	58	$	—	$	—	$	58

	United—2011								United—2010
Pension Plan Assets:	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Equity securities funds	$	102	$	—	$	102	$	—	$	113	$	—	$	113	$	—
Fixed-income securities		47		—		47		—		24		—		24		—
Insurance contract		42		—		—		42		42		—		—		42
Other investments		4		—		4		—		4		—		4		—
Total	$	195	$	—	$	153	$	42	$	183	$	—	$	141	$	42
Other Postretirement Benefit Plan Assets:
Deposit administration fund	$	58	$	—	$	—	$	58	$	58	$	—	$	—	$	58

	Continental—2011								Continental—2010
Pension Plan Assets:	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Equity securities funds	$	770	$	355	$	415	$	—	$	1,197	$	—	$	1,197	$	—
Fixed-income securities		483		—		483		—		341		—		341		—
Alternatives		344		—		195		149		150		—		—		150
Other investments		76		—		76		—		—		—		—		—
Total	$	1,673	$	355	$	1,169	$	149	$	1,688	$	—	$	1,538	$	150

Equity and Fixed-Income Securities. Equity securities include investments in both developed market and emerging market equity securities. Fixed-income securities include primarily U.S. and non-U.S. government fixed-income securities and U.S. and non-U.S corporate fixed-income securities along with asset-backed securities.

Insurance Contract and Deposit Administration Fund. Each of these investments are stable value investment products structured to provide investment income.

Alternatives. Alternative investments consist primarily of investments in hedge fund and private equity interests.

Other investments. Other investments consist primarily of investments in currency and commodity commingled funds.

The reconciliation of our defined benefit plan assets measured at fair value using unobservable inputs (Level 3) for the years ended December 31, 2011 and 2010 is as follows (in millions):

	2011									2010
	UAL			United			Continental			UAL			United			Continental (a)
Balance at beginning of year	$	250		$	100		$	150		$	99		$	99		$	128
Assumed in Merger		—			—			—			139			—			—
Actual return on plan assets:
Unrealized gains (losses) relating to assets still held at year end		6			3			3			13			2			21
Purchases, sales, issuances and settlements (net)		(7	)		(3	)		(4	)		(1	)		(1	)		1
Balance at end of year	$	249		$	100		$	149		$	250		$	100		$	150

(a) Continental in 2010 represents combined Predecessor and Successor.

Funding requirements for tax-qualified defined benefit pension plans are determined by government regulations. The Company's contributions reflected above have satisfied its required contributions through the 2011 calendar year. Expected 2012 employer contributions to all of the Company's pension and postretirement plans are as follows (in millions):

	Pension		Other Postretirement  Benefits
UAL	$	195	$	145
United		11		129
Continental		184		16

Each of UAL's, United's and Continental's estimated future benefit payments, net of expected participant contributions, in all of the pension plans and other postretirement benefit plans as of December 31, 2011 are as follows (in millions):

	Pension		Other Postretirement		Other  Postretirement— subsidy receipts
UAL
2012	$	271	$	147	$	13
2013		282		150		15
2014		277		156		16
2015		279		163		17
2016		274		170		18
Years 2017—2021		1,361		971		105
United
2012	$	12	$	131	$	13
2013		12		133		15
2014		12		137		16
2015		10		142		17
2016		11		148		18
Years 2017—2021		62		840		105
Continental
2012	$	259	$	16	$	—
2013		270		17		—
2014		265		19		—
2015		269		21		—
2016		263		22		—
Years 2017—2021		1,299		131		—

Defined Contribution Plans

Depending upon the employee group, employer contributions consist of matching contributions and/or non-elective employer contributions. United's and Continental's employer contribution percentages vary from 2% to 16% and less than 1% to 14.75%, respectively, of eligible earnings depending on the terms of each plan. The Company's contributions to its defined contribution plans for the years ended December 31, were as follows (in millions):

	UAL (a)		United (a)		Continental Successor		Continental Predecessor
2011	$	325	$	230	$	95
2010		254		231		23	$	74
2009		244		244				93

(a) UAL and United amounts include International Association of Machinists ("IAM") multi-employer plan contributions of $34 million for each of the years ended December 31, 2011, 2010 and 2009.

Multi-Employer Plans

In 2006, United began participating in the IAM National Pension Plan ("IAM Plan") with respect to certain employees. The IAM Plan is a multi-employer pension plan whereby contributions by the participating company are based on covered hours by the applicable covered employees. The risks of participating in these multiemployer plans are different from single-employer plans, as the Company can be subject to additional risks that others do not meet their obligations, which in certain circumstances could revert to United.

United's participation in the IAM Plan for the annual period ended December 31, 2011, is outlined in the table below. There have been no significant changes that affect the comparability of 2011 and 2010 contributions. The IAM Plan reported $332 million and $318 million in employers' contributions for the years ended December 31, 2010 and 2009 respectively; United's contributions to the IAM Plan were $34 million for each of the years ended December 31, 2011, 2010 and 2009. For 2010 and 2009, the employer's contribution to the Company's plan represented more than 5% of total contributions.

Pension Fund	IAM National Pension Fund
EIN/ Pension Plan Number	51-6031295 - 002
Pension Protection Act Zone Status (2010 and 2009)*	Green Zone
FIP/RP Status Pending/Implemented	No
United's Contributions (Years ended December 31, 2011 and December 31, 2010)	$34 million
Surcharge Imposed	No
Expiration Date of Collective-Bargaining Agreement	N/A

* Plans in the green zone are at least 80 percent funded.

At the date the financial statements were issued, Forms 5500 were not available for the plan year ending in 2011.

Profit Sharing

UAL, United and Continental recorded profit sharing and related payroll tax expense of $265 million, $122 million and $143 million, respectively, in 2011. UAL, United, Continental Successor and Continental Predecessor recorded profit sharing and related payroll tax expense of $166 million, $165 million, less than $1 million and $77 million, respectively, in 2010. Profit sharing expense is recorded as a component of salaries and related costs in the consolidated statements of operations. The Company did not record profit sharing expense in 2009 due to pretax losses.

In 2011, substantially all employees participated in profit sharing plans, which paid 15% of total pre-tax earnings, excluding special items and share-based compensation expense, to eligible employees when pre-tax profit, excluding special items, profit sharing expense and share-based compensation program expense, exceeds $10 million. Eligible U.S. co-workers in each participating work group received a profit sharing payout using a formula based on the ratio of each qualified co-worker's annual eligible earnings to the eligible earnings of all qualified co-workers in all domestic workgroups. The international profit sharing plan paid eligible non-U.S. co-workers the same percentage of eligible pay that is calculated under the U.S. profit sharing plan.

During 2010, United and Continental maintained separate employee profit sharing plans for the employees of each respective subsidiary. United's profit sharing plan paid 15% of total GAAP pre-tax profits, excluding special items and share-based compensation expense, to the employees of United when pre-tax profit excluding special items, profit sharing expense and share-based compensation program expense exceeded $10 million. Continental's profit sharing plan created an award pool of 15% of annual pre-tax income excluding special, unusual or non-recurring items.