01—Abstract
Summary
Summary of the 10-K/A filed October 28, 2011. Cited figures are marked; the original filing is the authoritative source.
This Amendment No. 1 to the Form 10-K of United Continental Holdings, Inc. (now United Airlines Holdings, Inc.), filed jointly with United Air Lines, Inc. and Continental Airlines, Inc., covers the fiscal year ended December 31, 2010.
It was filed to revise Item 9A, Controls and Procedures, to add management's report on internal control over financial reporting for UAL. The filing states that this report was inadvertently omitted from the original 10-K, filed February 22, 2011, in response to an SEC comment. The amendment does not modify or update any other items in the original filing.
The revised Item 9A states that UAL's management concluded that disclosure controls and procedures were effective as of December 31, 2010, and that UAL's internal control over financial reporting was effective as of that date under the COSO framework. Ernst & Young LLP issued an opinion to the same effect. The filing also notes that UAL and Continental completed their merger on October 1, 2010, and that the combined company is integrating policies, processes, people, technology and operations, with management continuing to evaluate internal control during that integration.
The filing reports that the aggregate market value of UAL common stock held by non-affiliates was $3,451,199,030a as of June 30, 2010, and that 328,550,825 shares of UAL common stock were outstanding as of February 15, 2011. United Air Lines, Inc. and Continental Airlines, Inc. are wholly owned by UAL and use the reduced disclosure format.
The amendment includes currently dated CEO and CFO certifications and is signed by Zane C. Rowe, Executive Vice President and Chief Financial Officer, dated October 28, 2011.
02—Key points
Key Highlights
- Amendment No. 1 was filed solely to add management's report on internal control over financial reporting for UAL to Item 9A, in response to an SEC comment.
- The original omission of the internal control report was described as inadvertent.
- Management concluded that disclosure controls and procedures and internal control over financial reporting were effective as of December 31, 2010.
- Ernst & Young LLP issued an unqualified opinion that UAL maintained effective internal control over financial reporting as of December 31, 2010.
- UAL and Continental completed their merger on October 1, 2010, and management is integrating the combined company's controls and operations.
- Non-affiliate market value of UAL common stock was $3,451,199,030 as of June 30, 2010; 328,550,825 shares were outstanding as of February 15, 2011.
- United Air Lines, Inc. and Continental Airlines, Inc. are 100% owned by UAL and file under the reduced disclosure format.
03—One dollar
04—Financials
Financial Highlights
Figures from 10-K/AFY2010filed October 28, 2011Financial Statements
FY2010 against FY2009
| Line item | FY2010FY2009 | Change |
|---|---|---|
| Revenue | $23.32B$16.34B | +42.8% |
| Operating Expenses | $22.35B$16.50B | +35.5% |
| Operating Income | $976.00M-$161.00M | +706.2% |
| Interest Expense | $798.00M$577.00M | +38.3% |
| Net Income | $253.00M-$651.00M | +138.9% |
| EPS (Basic) | $1.22$-4.32 | +128.2% |
| EPS (Diluted) | $1.08$-4.32 | +125.0% |
| Shares Outstanding (Basic) | 207.00M151.00M | +37.1% |
| Shares Outstanding (Diluted) | 253.00M151.00M | +67.5% |
05—Questions
Frequently Asked Questions
Why was this amendment filed?
The filing states it was made to revise Item 9A to include management's report on internal control over financial reporting for UAL, which was inadvertently omitted from the original Form 10-K filed February 22, 2011, in response to an SEC comment.
Did management conclude that UAL's internal controls were effective?
Yes. The filing states that management concluded UAL's internal control over financial reporting was effective as of December 31, 2010, using the COSO Internal Control framework, and that disclosure controls and procedures were effective as of that date.
What did the auditor conclude about internal controls?
Ernst & Young LLP stated that, in its opinion, UAL maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based on the COSO criteria.
Does this amendment change the company's financial results?
No. The filing states that the amendment does not attempt to modify or update the disclosures in any other items of the original filing.
How did the merger affect internal controls?
The filing states that UAL and Continental completed their merger on October 1, 2010, and that the combined company is integrating policies, processes, people, technology and operations. Management says it will continue to evaluate internal control over financial reporting during merger integration.
06—Continue