United Continental : Prospectus filed pursuant to Rule 424(b)(2)-->

UNITED CONTINENTAL HOLDINGS, INC. FORM 424B2

(Prospectus filed pursuant to Rule 424(b)(2))

Filed 01/25/17

Address JENNIFER L. KRAFT - WHQLD 233 SOUTH WACKER DRIVE CHICAGO, IL 60606

Telephone [phone]

CIK 0000100517

Symbol UAL

SIC Code 4512 - Air Transportation, Scheduled Industry Airlines

Sector Industrials Fiscal Year 12/31

http://www.edgar-online.com

© Copyright 2017, EDGAR Online, Inc. All Rights Reserved.

Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

Table of Contents

Filed Pursuant to Rule 424(b)(2) Registration Nos. 333-203630 and 333-203630-01

CALCULATION OF REGISTRATION FEE

Title of each class of securities offered	Maximum aggregate offering price	Amount of registration fee
5.00% Senior Notes due 2024	$ 300,000,000	$ 34,770.00 (1)

1. The filing fee of $34,770.00 is calculated in accordance with Rule 457(r) of the Securities Act of 1933.

   Prospectus supplement to prospectus dated April 24, 2015

   $300,000,000 5.00% Senior Notes due 2024

   Guaranteed by

   United Airlines, Inc.

   We will pay interest at the rate of 5.00% per year on the principal amount of the notes semiannually in arrears on February 1 and August 1 of each year, beginning August 1, 2017. The notes will mature on February 1, 2024.

   We may redeem all of the notes at any time or a portion of the notes from time to time prior to their maturity for cash at the redemption price described in this prospectus supplement.

   The notes will be fully and unconditionally guaranteed by our subsidiary United Airlines, Inc.

   The notes represent our senior unsecured obligations, and the note guarantee represents the senior unsecured obligation of the guarantor. The notes and the note guarantee rank equally in right of payment with all of our and the guarantor's existing and future unsecured and unsubordinated debt. However, the notes and the note guarantee are effectively subordinated to all of our and the guarantor's existing and future secured debt to the extent of the collateral securing such debt and structurally subordinated to all existing and future obligations of our subsidiaries other than the guarantor.

   The notes will not be listed on any national securities exchange.

   Per note	Total
   Public offering price (1)	100.00%	$ 300,000,000
   Underwriting discounts and commissions	0.75%	$ 2,250,000
   Proceeds, before expenses, to us	99.25%	$ 297,750,000

2. Plus accrued interest, if any, from the date of issuance.

3. Investing in our notes involves risk. See " Risk Factors " beginning on page S-6 of this prospectus supplement.

   Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

   The underwriters are offering the notes as set forth under "Underwriting." We expect to deliver the notes in book-entry form only on or about January 26, 2017.

   Joint Book-Running Managers

   BofA Merrill Lynch J.P. Morgan Barclays Deutsche Bank Securities

   The date of this prospectus supplement is January 23, 2017.

   TABLE OF CONTENTS

   Prospectus Supplement	Page	Prospectus	Page
   About This Prospectus Supplement	i	About This Prospectus	1
   Prospectus Supplement Summary	S-1	Risk Factors	2
   Risk Factors	S-6	Cautionary Statement Concerning Forward-Looking Statements	2
   Use of Proceeds	S-20	The Company	4
   Capitalization	S-21	Selling Security Holders	4
   Selected Financial Data	S-22	Use of Proceeds	4
   Ratio of Earnings to Fixed Charges	S-24	Ratio of Earnings to Fixed Charges	4
   Description of Notes	S-25	Description of UAL Capital Stock	5
   Certain United States Federal Tax Considerations	S-60	Description of Debt Securities And Guarantees	10
   Certain ERISA Considerations	S-65	Description of Depositary Shares	19
   Underwriting	S-67	Description of Stock Purchase Contracts And Stock Purchase
   Legal Matters	S-72	Units	22
   Experts	S-72	Description of Subscription Rights	22
   Incorporation of Certain Documents by Reference	S-72	Description of Warrants	23
   Plan of Distribution	24
   Where You Can Find More Information	26
   Incorporation of Certain Documents by Reference	27
   Legal Matters	28
   Experts	28

   A BOUT THIS PROSPECTUS SUPPLEMENT

   This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of notes. The second part, the base prospectus, gives more general information, some of which may not apply to this offering. Generally, when we refer only to the "prospectus," we are referring to both parts combined, and when we refer to the "accompanying prospectus," we are referring to the base prospectus.

   If the description of this offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement.

   In this prospectus supplement, unless otherwise indicated or the context otherwise requires, "United Continental Holdings" and "UAL" refer to United Continental Holdings, Inc. as a separate corporation, and the "Company," "we," "us" and "our" refer to United Continental Holdings and its consolidated subsidiaries, including United Airlines, Inc.

   You should rely only on the information contained in this prospectus supplement and accompanying prospectus and on the information incorporated by reference herein. We have not authorized anyone to provide you with different information. The distribution of this prospectus and sale of these securities in certain jurisdictions may be restricted by law. Persons in possession of this prospectus are required to inform themselves about and observe any such restrictions. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus and the documents incorporated herein by reference is accurate only as of those documents' respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.

   i