Share-Based Compensation Plans

12 Months Ended

Dec. 31, 2020

Share-based Payment Arrangement [Abstract]

SHARE-BASED COMPENSATION PLANS

UAL maintains share-based compensation plans for our management employees and our non-employee directors. These plans provide for grants of non-qualified stock options, incentive stock options (within the meaning of Section 422 of the Internal Revenue Code of 1986), stock appreciation rights, restricted shares, RSUs, performance compensation awards, performance units, cash incentive awards, other equity-based and equity-related awards, and dividends and dividend equivalents.

All awards are recorded as either equity or a liability in the Company's consolidated balance sheets. The share-based compensation expense is recorded in salaries and related costs.

During 2020, UAL granted share-based compensation awards pursuant to the United Continental Holdings, Inc. 2017 Incentive Compensation Plan. These share-based compensation awards included approximately 2.5 million RSUs consisting of 2.2 million time-vested RSUs and 0.3 million performance-based RSUs. The time-vested RSUs vest pro-rata, typically on February 28th of each year, over a three-year period from the date of grant. The amount of performance-based RSUs vest upon the achievement of established goals based on the Company's absolute pre-tax margin performance as well as a customer metric based on the Company's relative quarterly average of net promoter scores as compared to a group of industry peers, both of which are measured for the three-year performance period ending December 31, 2022. RSUs are generally equity awards settled in stock for domestic employees and liability awards settled in cash for international employees. The cash payments are based on the 20-day average closing price of UAL common stock immediately prior to the vesting date.

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


	2020		2019		2018
Compensation cost:
RSUs	$	106	$	98	$	98
Restricted stock	—		1		2
Stock options	2		1		1
Total	$	108	$	100	$	101

The table below summarizes UAL's unearned compensation and weighted-average remaining period to recognize costs for all outstanding share-based awards that are probable of being achieved as of December 31, 2020 (in millions, except as noted):


	Unearned Compensation		Weighted-Average Remaining Period (in years)
RSUs	$	80	1.5
Stock options	8		4.6
Total	$	88

RSUs. As of December 31, 2020, UAL had recorded a liability of approximately $29 million related to its cash-settled RSUs. UAL paid approximately $26 million, $41 million and $28 million related to its cash-settled RSUs during 2020, 2019 and 2018, respectively.

The table below summarizes UAL's RSUs and restricted stock activity for the years ended December 31 (shares in millions):


	Liability Awards	Equity Awards
	RSUs	RSUs	Weighted- Average Grant Price		Restricted Stock	Weighted- Average Grant Price
Outstanding at December 31, 2017	1.8	1.4	$	63.99	0.3	$	52.30
Granted	0.7	1.1	67.74		—	—
Vested	(0.5)	(0.5)	63.02		(0.2)	53.24
Forfeited	(0.1)	(0.2)	67.34		—	—
Outstanding at December 31, 2018	1.9	1.8	66.29		0.1	51.17
Granted	0.1	1.1	86.72		—	—
Vested	(0.5)	(0.8)	64.85		(0.1)	51.17
Forfeited	(0.9)	(0.1)	76.48		—	—
Outstanding at December 31, 2019	0.6	2.0	78.03		—	—
Granted	0.1	2.4	40.80		—	—
Vested	(0.3)	(0.8)	74.54		—	—
Forfeited	—	(0.4)	54.21		—	—
Outstanding at December 31, 2020	0.4	3.2	53.41		—	—

The fair value of RSUs and restricted stock that vested in 2020, 2019 and 2018 was $87 million, $99 million and $70 million, respectively. The fair value of the restricted stock and the stock-settled RSUs was based upon the UAL common stock price on the date of grant. The fair value of the cash-settled RSUs was based on the UAL common stock price as of the last day preceding the settlement date.

Stock Options. UAL did not grant any stock option awards during either 2020 or 2018. In 2019, UAL granted an award of approximately 307,000 premium-priced stock options with an exercise price that was 25% higher than the closing price of UAL's common stock on the date of grant, representing an exercise price of $110.21. Expense related to each portion of an option grant is recognized on a straight-line basis over the specific vesting period for those options.

As of December 31, 2020, there were approximately 0.7 million outstanding stock option awards, 0.3 million of which were exercisable, with weighted-average exercise prices of $82.12 and $58.25, respectively, weighted-average remaining contractual lives (in years) of 6.3 and 3.5, respectively, and intrinsic values of zero as all of the exercise prices exceeded the closing stock price on that date.