UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


			FORM			10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June 30, 2022~~March 31, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to


Commission File Number	Exact Name of Registrant as Specified in its Charter, Principal Executive Office Address and Telephone Number					State of Incorporation	I.R.S. Employer Identification No.
001-06033	United Airlines Holdings, Inc.					Delaware	36-2675207
	233 South Wacker Drive,		Chicago,	Illinois	60606
	(872)	825-4000

001-10323	United Airlines, Inc.					Delaware	74-2099724
	233 South Wacker Drive,		Chicago,	Illinois	60606
	(872)	825-4000

Securities registered pursuant to Section 12(b) of the Act

Registrant

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

United Airlines Holdings, Inc.

Common Stock, $0.01 par value

UAL

The Nasdaq Stock Market LLC

United Airlines Holdings, Inc.

Preferred Stock Purchase Rights

None

The Nasdaq Stock Market LLC

United Airlines, Inc.

None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

United Airlines Holdings, Inc.

Yes

☒

☐

United Airlines, Inc.

Yes

☒

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this Chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

United Airlines Holdings, Inc.

Yes

☒

☐

United Airlines, Inc.

Yes

☒

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

United Airlines Holdings, Inc.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

United Airlines, Inc.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


United Airlines Holdings, Inc.						☐
United Airlines, Inc.						☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

United Airlines Holdings, Inc.

Yes

☐

☒

United Airlines, Inc.

Yes

☐

☒

The number of shares outstanding of each of the issuer's classes of common stock as of ~~July 14, 2022~~April 13, 2023 is shown below:


United Airlines Holdings, Inc.	~~326,744,698~~327,968,872	shares of common stock ($0.01 par value)
United Airlines, Inc.	1,000	shares of common stock ($0.01 par value) (100% owned by United Airlines Holdings, Inc.)

OMISSION OF CERTAIN INFORMATION

This combined Quarterly Report on Form 10-Q is separately filed by United Airlines Holdings, Inc. and United Airlines, Inc. United Airlines, Inc. meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format allowed under that General Instruction.

United Airlines Holdings, Inc.

United Airlines, Inc.

Quarterly Report on Form 10-Q

For the Quarterly Period Ended ~~June 30, 2022~~March 31, 2023

Table of Contents


			Page
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
United Airlines Holdings, Inc.:
Statements of Consolidated Operations			3
Statements of Consolidated Comprehensive Income (Loss)			4
Consolidated Balance Sheets			5
Condensed Statements of Consolidated Cash Flows			7
Statement of Consolidated Stockholders' Equity			8

United Airlines, Inc.:
Statements of Consolidated Operations			9
Statements of Consolidated Comprehensive Income (Loss)			10
Consolidated Balance Sheets			11
Condensed Statements of Consolidated Cash Flows			13
Statement of Consolidated Stockholder's Equity			14

Combined Notes to Condensed Consolidated Financial Statements (United Airlines Holdings, Inc. and United Airlines, Inc.)			15

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			2423
Item 3. Quantitative and Qualitative Disclosures About Market Risk			3832
Item 4. Controls and Procedures			3832

PART II. OTHER INFORMATION

Item 1. Legal Proceedings			3832
Item 1A. Risk Factors			3832
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			3832
Item 6. Exhibits			3933
Exhibit Index			3933

Signatures			4034


Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

UNITED AIRLINES HOLDINGS, INC.

STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)

(In millions, except per share amounts)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
Operating revenue:	Operating revenue:									Operating revenue:
Passenger revenue	Passenger revenue	$	10,829	$	4,366	$	17,177	$	6,682	Passenger revenue	$	10,274	$	6,348
Cargo	Cargo	574		606		1,201		1,103		Cargo	398		627
Other operating revenue	Other operating revenue	709		499		1,300		907		Other operating revenue	757		591
Total operating revenue	Total operating revenue	12,112		5,471		19,678		8,692		Total operating revenue	11,429		7,566

Operating expense:	Operating expense:									Operating expense:
Salaries and related costs	Salaries and related costs	2,836		2,276		5,623		4,500		Salaries and related costs	3,322		2,787
Aircraft fuel	Aircraft fuel	3,811		1,232		6,041		2,083		Aircraft fuel	3,174		2,230
Landing fees and other rent	Landing fees and other rent	668		564		1,280		1,083		Landing fees and other rent	717		612
Aircraft maintenance materials and outside repairs										Aircraft maintenance materials and outside repairs	702		407
Depreciation and amortization	Depreciation and amortization	611		620		1,222		1,243		Depreciation and amortization	655		611
Regional capacity purchase	Regional capacity purchase	567		547		1,132		1,026		Regional capacity purchase	615		565
Aircraft maintenance materials and outside repairs		527		302		934		571
Distribution expenses	Distribution expenses	393		139		619		224		Distribution expenses	403		226
Aircraft rent	Aircraft rent	67		52		128		107		Aircraft rent	56		61
Special charges (credits)	Special charges (credits)	112		(948)		104		(2,325)		Special charges (credits)	14		(8)
Other operating expenses	Other operating expenses	1,642		957		3,093		1,831		Other operating expenses	1,814		1,451
Total operating expense	Total operating expense	11,234		5,741		20,176		10,343		Total operating expense	11,472		8,942
Operating income (loss)		878		(270)		(498)		(1,651)
Operating loss										Operating loss	(43)		(1,376)

Nonoperating income (expense):	Nonoperating income (expense):									Nonoperating income (expense):
Interest expense	Interest expense	(420)		(426)		(844)		(779)		Interest expense	(486)		(424)
Interest income										Interest income	170		5
Interest capitalized	Interest capitalized	22		22		46		39		Interest capitalized	38		24
Interest income		33		12		38		19
Unrealized gains (losses) on investments, net		(40)		147		(40)		125
Unrealized gains on investments, net										Unrealized gains on investments, net	24		—
Miscellaneous, net	Miscellaneous, net	(14)		(49)		5		(68)		Miscellaneous, net	41		19
Total nonoperating expense, net	Total nonoperating expense, net	(419)		(294)		(795)		(664)		Total nonoperating expense, net	(213)		(376)
Income (loss) before income tax expense (benefit)		459		(564)		(1,293)		(2,315)
Income tax expense (benefit)		130		(130)		(245)		(524)
Net income (loss)		$	329	$	(434)	$	(1,048)	$	(1,791)
Loss before income tax benefit										Loss before income tax benefit	(256)		(1,752)
Income tax benefit										Income tax benefit	(62)		(375)
Net loss										Net loss	$	(194)	$	(1,377)

Earnings (loss) per share, basic		$	1.01	$	(1.34)	$	(3.22)	$	(5.60)
Earnings (loss) per share, diluted		$	1.00	$	(1.34)	$	(3.22)	$	(5.60)
Loss per share, basic and diluted										Loss per share, basic and diluted	$	(0.59)	$	(4.24)

The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.


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UNITED AIRLINES HOLDINGS, INC.

STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

(In millions)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
Net income (loss)		$	329	$	(434)	$	(1,048)	$	(1,791)
Net loss										Net loss	$	(194)	$	(1,377)

Other comprehensive income (loss), net of tax:	Other comprehensive income (loss), net of tax:									Other comprehensive income (loss), net of tax:
Employee benefit plans	Employee benefit plans	4		12		9		26		Employee benefit plans	(35)		5
Investments and other	Investments and other	(11)		—		(11)		(1)		Investments and other	21		—
Total other comprehensive income (loss), net of tax	Total other comprehensive income (loss), net of tax	(7)		12		(2)		25		Total other comprehensive income (loss), net of tax	(14)		5

Total comprehensive income (loss), net		$	322	$	(422)	$	(1,050)	$	(1,766)
Total comprehensive loss, net										Total comprehensive loss, net	$	(208)	$	(1,372)

The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.


Table of Contents

UNITED AIRLINES HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In millions, except shares)


		June 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	16,885	$	18,283	Cash and cash equivalents	$	7,634	$	7,166
Short-term investments	Short-term investments	3,190		123		Short-term investments	9,522		9,248
Restricted cash	Restricted cash	43		37		Restricted cash	173		45
Receivables, less allowance for credit losses (2022 — $31; 2021 — $28)		2,217		1,663
Aircraft fuel, spare parts and supplies, less obsolescence allowance (2022 — $578; 2021 — $546)		1,153		983
Receivables, less allowance for credit losses (2023 — $12; 2022 — $11)						Receivables, less allowance for credit losses (2023 — $12; 2022 — $11)	2,274		1,801
Aircraft fuel, spare parts and supplies, less obsolescence allowance (2023 — $629; 2022 — $610)						Aircraft fuel, spare parts and supplies, less obsolescence allowance (2023 — $629; 2022 — $610)	1,196		1,109
Prepaid expenses and other	Prepaid expenses and other	883		745		Prepaid expenses and other	787		689
Total current assets	Total current assets	24,371		21,834		Total current assets	21,586		20,058
Operating property and equipment:	Operating property and equipment:					Operating property and equipment:
Flight equipment	Flight equipment	40,044		39,584		Flight equipment	44,298		42,775
Other property and equipment	Other property and equipment	9,019		8,764		Other property and equipment	9,590		9,334
Purchase deposits for flight equipment	Purchase deposits for flight equipment	2,338		2,215		Purchase deposits for flight equipment	2,993		2,820
Total operating property and equipment	Total operating property and equipment	51,401		50,563		Total operating property and equipment	56,881		54,929
Less — Accumulated depreciation and amortization	Less — Accumulated depreciation and amortization	(19,548)		(18,489)		Less — Accumulated depreciation and amortization	(21,044)		(20,481)
Total operating property and equipment, net	Total operating property and equipment, net	31,853		32,074		Total operating property and equipment, net	35,837		34,448

Operating lease right-of-use assets	Operating lease right-of-use assets	4,440		4,645		Operating lease right-of-use assets	4,019		3,889

Other assets:	Other assets:					Other assets:
Goodwill	Goodwill	4,527		4,527		Goodwill	4,527		4,527
Intangibles, less accumulated amortization (2022 — $1,451; 2021 — $1,544)		2,782		2,803
Intangibles, less accumulated amortization (2023 — $1,468; 2022 — $1,472)						Intangibles, less accumulated amortization (2023 — $1,468; 2022 — $1,472)	2,753		2,762
Restricted cash	Restricted cash	204		213		Restricted cash	225		210
Deferred income taxes	Deferred income taxes	907		659		Deferred income taxes	159		91
Investments in affiliates and other, less allowance for credit losses (2022 — $623; 2021 — $622)		1,297		1,420
Investments in affiliates and other, less allowance for credit losses (2023 — $17; 2022 — $21)						Investments in affiliates and other, less allowance for credit losses (2023 — $17; 2022 — $21)	1,311		1,373
Total other assets	Total other assets	9,717		9,622		Total other assets	8,975		8,963
Total assets	Total assets	$	70,381	$	68,175	Total assets	$	70,417	$	67,358

(continued on next page)


Table of Contents

UNITED AIRLINES HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In millions, except shares)


		June 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
LIABILITIES AND STOCKHOLDERS' EQUITY	LIABILITIES AND STOCKHOLDERS' EQUITY					LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	3,755	$	2,562	Accounts payable	$	3,858	$	3,395
Accrued salaries and benefits	Accrued salaries and benefits	1,943		2,121		Accrued salaries and benefits	1,970		1,971
Advance ticket sales	Advance ticket sales	9,931		6,354		Advance ticket sales	10,158		7,555
Frequent flyer deferred revenue	Frequent flyer deferred revenue	2,590		2,239		Frequent flyer deferred revenue	2,832		2,693
Current maturities of long-term debt	Current maturities of long-term debt	3,012		3,002		Current maturities of long-term debt	3,206		2,911
Current maturities of other financial liabilities		914		834
Current maturities of operating leases	Current maturities of operating leases	543		556		Current maturities of operating leases	610		561
Current maturities of finance leases	Current maturities of finance leases	78		76		Current maturities of finance leases	75		104
Current maturities of other financial liabilities						Current maturities of other financial liabilities	29		23
Other	Other	678		560		Other	897		779
Total current liabilities	Total current liabilities	23,444		18,304		Total current liabilities	23,635		19,992

Long-term debt	Long-term debt	29,175		30,361		Long-term debt	27,460		28,283
Long-term obligations under operating leases	Long-term obligations under operating leases	4,997		5,152		Long-term obligations under operating leases	4,569		4,459
Long-term obligations under finance leases	Long-term obligations under finance leases	205		219		Long-term obligations under finance leases	105		115

Other liabilities and deferred credits:	Other liabilities and deferred credits:					Other liabilities and deferred credits:
Frequent flyer deferred revenue	Frequent flyer deferred revenue	3,905		4,043		Frequent flyer deferred revenue	4,028		3,982
Pension liability	Pension liability	1,934		1,920		Pension liability	778		747
Postretirement benefit liability	Postretirement benefit liability	964		1,000		Postretirement benefit liability	658		671
Other financial liabilities	Other financial liabilities	496		863		Other financial liabilities	1,130		844
Other	Other	1,297		1,284		Other	1,386		1,369
Total other liabilities and deferred credits	Total other liabilities and deferred credits	8,596		9,110		Total other liabilities and deferred credits	7,980		7,613
Commitments and contingencies	Commitments and contingencies	0		0		Commitments and contingencies
Stockholders' equity:	Stockholders' equity:					Stockholders' equity:
Preferred stock	Preferred stock	—		—		Preferred stock	—		—
Common stock at par, $0.01 par value; authorized 1,000,000,000 shares; outstanding 326,744,101 and 323,810,825 shares at June 30, 2022 and December 31, 2021, respectively		4		4
Common stock at par, $0.01 par value; authorized 1,000,000,000 shares; outstanding 327,968,615 and 326,930,321 shares at March 31, 2023 and December 31, 2022, respectively						Common stock at par, $0.01 par value; authorized 1,000,000,000 shares; outstanding 327,968,615 and 326,930,321 shares at March 31, 2023 and December 31, 2022, respectively	4		4
Additional capital invested	Additional capital invested	8,970		9,156		Additional capital invested	8,926		8,986
Stock held in treasury, at cost	Stock held in treasury, at cost	(3,551)		(3,814)		Stock held in treasury, at cost	(3,443)		(3,534)
Retained earnings (accumulated deficit)		(515)		625
Accumulated other comprehensive loss		(944)		(942)
Retained earnings						Retained earnings	1,020		1,265
Accumulated other comprehensive income						Accumulated other comprehensive income	161		175
Total stockholders' equity	Total stockholders' equity	3,964		5,029		Total stockholders' equity	6,668		6,896
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	70,381	$	68,175	Total liabilities and stockholders' equity	$	70,417	$	67,358

The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.


Table of Contents

UNITED AIRLINES HOLDINGS, INC.

CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)

(In millions)


		Six Months Ended June 30,					Three Months Ended March 31,
		2022		2021			2023		2022
Cash Flows from Operating Activities:	Cash Flows from Operating Activities:					Cash Flows from Operating Activities:
Net cash provided by operating activities	Net cash provided by operating activities	$	4,167	$	3,122	Net cash provided by operating activities	$	3,142	$	1,476

Cash Flows from Investing Activities:	Cash Flows from Investing Activities:					Cash Flows from Investing Activities:
Capital expenditures, net of flight equipment purchase deposit returns	Capital expenditures, net of flight equipment purchase deposit returns	(952)		(1,305)		Capital expenditures, net of flight equipment purchase deposit returns	(1,843)		(402)
Purchases of short-term and other investments	Purchases of short-term and other investments	(3,302)		—		Purchases of short-term and other investments	(4,193)		(156)
Proceeds from sale of short-term and other investments	Proceeds from sale of short-term and other investments	215		184		Proceeds from sale of short-term and other investments	4,061		62
Proceeds from sale of property and equipment	Proceeds from sale of property and equipment	138		13		Proceeds from sale of property and equipment	1		66
Other, net	Other, net	(13)		(2)		Other, net	6		—
Net cash used in investing activities	Net cash used in investing activities	(3,914)		(1,110)		Net cash used in investing activities	(1,968)		(430)

Cash Flows from Financing Activities:	Cash Flows from Financing Activities:					Cash Flows from Financing Activities:
Proceeds from issuance of debt, net of discounts and fees		212		11,116
Proceeds from equity issuance		—		532
Proceeds from issuance of debt and other financing liabilities, net of discounts and fees						Proceeds from issuance of debt and other financing liabilities, net of discounts and fees	288		—
Payments of long-term debt, finance leases and other financing liabilities	Payments of long-term debt, finance leases and other financing liabilities	(1,795)		(4,072)		Payments of long-term debt, finance leases and other financing liabilities	(820)		(783)
Other, net	Other, net	(71)		(22)		Other, net	(31)		(73)
Net cash provided by (used in) financing activities		(1,654)		7,554
Net increase (decrease) in cash, cash equivalents and restricted cash		(1,401)		9,566
Net cash used in financing activities						Net cash used in financing activities	(563)		(856)
Net increase in cash, cash equivalents and restricted cash						Net increase in cash, cash equivalents and restricted cash	611		190
Cash, cash equivalents and restricted cash at beginning of the period	Cash, cash equivalents and restricted cash at beginning of the period	18,533		11,742		Cash, cash equivalents and restricted cash at beginning of the period	7,421		18,533
Cash, cash equivalents and restricted cash at end of the period (a)	Cash, cash equivalents and restricted cash at end of the period (a)	$	17,132	$	21,308	Cash, cash equivalents and restricted cash at end of the period (a)	$	8,032	$	18,723

Investing and Financing Activities Not Affecting Cash:	Investing and Financing Activities Not Affecting Cash:					Investing and Financing Activities Not Affecting Cash:
Property and equipment acquired through the issuance of debt, finance leases and other	Property and equipment acquired through the issuance of debt, finance leases and other	$	—	$	761	Property and equipment acquired through the issuance of debt, finance leases and other	$	200	$	—
Right-of-use assets acquired through operating leases						Right-of-use assets acquired through operating leases	295		68
Lease modifications and lease conversions	Lease modifications and lease conversions	82		59		Lease modifications and lease conversions	23		59
Right-of-use assets acquired through operating leases		84		214
Equity investment interest received in exchange for aircraft		42		—
Notes receivable and warrants received for entering into agreements		2		139
Investment interests received in exchange for goods and services						Investment interests received in exchange for goods and services	21		42

(a) The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts reported within the consolidated balance sheet:


Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	16,885	$	20,838	Cash and cash equivalents	$	7,634	$	18,468
Restricted cash — Current	Restricted cash — Current	43		254		Restricted cash — Current	173		41
Restricted cash — Non-Current	Restricted cash — Non-Current	204		216		Restricted cash — Non-Current	225		214
Total cash, cash equivalents and restricted cash	Total cash, cash equivalents and restricted cash	$	17,132	$	21,308	Total cash, cash equivalents and restricted cash	$	8,032	$	18,723

The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.


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UNITED AIRLINES HOLDINGS, INC.

STATEMENTS OF CONSOLIDATED STOCKHOLDERS' EQUITY (UNAUDITED)

(In millions)


		Common Stock			Additional Capital Invested				Treasury Stock		Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive Income (Loss)				Total				Common Stock					Additional Capital Invested				Treasury Stock				Retained Earnings (Accumulated Deficit)				Accumulated Other Comprehensive Income (Loss)				Total
		Shares	Amount										Shares								Amount
Balance at March 31, 2022		326.7	$	4			$	8,953			$	(3,552)				$	(844)			$	(937)		$	3,624
Net income		—	—		—				—		329			—				329
Other comprehensive loss		—	—		—				—		—			(7)				(7)
Stock-settled share-based compensation		—	—		17				—		—			—				17
Stock issued for share-based awards, net of shares withheld for tax		—	—		—				1		—			—				1
Balance at June 30, 2022		326.7	$	4	$	8,970			$	(3,551)	$	(515)		$	(944)			$	3,964

Balance at December 31, 2021		323.8	$	4	$	9,156			$	(3,814)	$	625		$	(942)			$	5,029
Balance at December 31, 2022																					Balance at December 31, 2022	326.9			$	4			$	8,986			$	(3,534)			$	1,265			$	175			$	6,896
Net loss	Net loss	—	—		—				—		(1,048)			—				(1,048)			Net loss	—			—		—				—				(194)				—				(194)
Other comprehensive loss	Other comprehensive loss	—	—		—				—		—			(2)				(2)			Other comprehensive loss	—			—		—				—				—				(14)				(14)
Stock-settled share-based compensation	Stock-settled share-based compensation	—	—		55				—		—			—				55			Stock-settled share-based compensation	—			—		11				—				—				—				11
Stock issued for share-based awards, net of shares withheld for tax	Stock issued for share-based awards, net of shares withheld for tax	2.9	—		(241)				263		(92)			—				(70)			Stock issued for share-based awards, net of shares withheld for tax	1.1			—		(71)				91				(51)				—				(31)
Balance at June 30, 2022		326.7	$	4	$	8,970			$	(3,551)	$	(515)		$	(944)			$	3,964
Balance at March 31, 2023																					Balance at March 31, 2023	328.0			$	4	$	8,926			$	(3,443)			$	1,020			$	161			$	6,668

Balance at March 31, 2021		323.6	$	4	$	8,923			$	(3,834)	$	1,239		$	(1,126)			$	5,206

Balance at December 31, 2021																					Balance at December 31, 2021	323.8			$	4	$	9,156			$	(3,814)			$	625			$	(942)			$	5,029
Net loss	Net loss	—	—		—				—		(434)			—				(434)			Net loss	—			—		—				—				(1,377)				—				(1,377)
Other comprehensive income	Other comprehensive income	—	—		—				—		—			12				12			Other comprehensive income	—			—		—				—				—				5				5
Stock-settled share-based compensation	Stock-settled share-based compensation	—	—		68				—		—			—				68			Stock-settled share-based compensation	—			—		38				—				—				—				38
Warrants issued		—	—		52				—		—			—				52
Stock issued for share-based awards, net of shares withheld for tax	Stock issued for share-based awards, net of shares withheld for tax	—	—		(1)				2		(1)			—				—			Stock issued for share-based awards, net of shares withheld for tax	2.9			—		(241)				262				(92)				—				(71)
Balance at June 30, 2021		323.6	$	4	$	9,042			$	(3,832)	$	804		$	(1,114)			$	4,904
Balance at March 31, 2022																					Balance at March 31, 2022	326.7			$	4	$	8,953			$	(3,552)			$	(844)			$	(937)			$	3,624

Balance at December 31, 2020		311.8	$	4	$	8,366			$	(3,897)	$	2,626		$	(1,139)			$	5,960
Net loss		—	—		—				—		(1,791)			—				(1,791)
Other comprehensive income		—	—		—				—		—			25				25
Stock-settled share-based compensation		—	—		100				—		—			—				100
Issuance of common stock		11.0	—		532				—		—			—				532
Warrants issued		—	—		99				—		—			—				99
Stock issued for share-based awards, net of shares withheld for tax		0.8	—		(55)				65		(31)			—				(21)
Balance at June 30, 2021		323.6	$	4	$	9,042			$	(3,832)	$	804		$	(1,114)			$	4,904

The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.


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UNITED AIRLINES, INC.

STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)

(In millions)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
Operating revenue:	Operating revenue:									Operating revenue:
Passenger revenue	Passenger revenue	$	10,829	$	4,366	$	17,177	$	6,682	Passenger revenue	$	10,274	$	6,348
Cargo	Cargo	574		606		1,201		1,103		Cargo	398		627
Other operating revenue	Other operating revenue	709		499		1,300		907		Other operating revenue	757		591
Total operating revenue	Total operating revenue	12,112		5,471		19,678		8,692		Total operating revenue	11,429		7,566

Operating expense:	Operating expense:									Operating expense:
Salaries and related costs	Salaries and related costs	2,836		2,276		5,623		4,500		Salaries and related costs	3,322		2,787
Aircraft fuel	Aircraft fuel	3,811		1,232		6,041		2,083		Aircraft fuel	3,174		2,230
Landing fees and other rent	Landing fees and other rent	668		564		1,280		1,083		Landing fees and other rent	717		612
Aircraft maintenance materials and outside repairs										Aircraft maintenance materials and outside repairs	702		407
Depreciation and amortization	Depreciation and amortization	611		620		1,222		1,243		Depreciation and amortization	655		611
Regional capacity purchase	Regional capacity purchase	567		547		1,132		1,026		Regional capacity purchase	615		565
Aircraft maintenance materials and outside repairs		527		302		934		571
Distribution expenses	Distribution expenses	393		139		619		224		Distribution expenses	403		226
Aircraft rent	Aircraft rent	67		52		128		107		Aircraft rent	56		61
Special charges (credits)	Special charges (credits)	112		(948)		104		(2,325)		Special charges (credits)	14		(8)
Other operating expenses	Other operating expenses	1,642		956		3,092		1,830		Other operating expenses	1,814		1,450
Total operating expense	Total operating expense	11,234		5,740		20,175		10,342		Total operating expense	11,472		8,941
Operating income (loss)		878		(269)		(497)		(1,650)
Operating loss										Operating loss	(43)		(1,375)

Nonoperating income (expense):	Nonoperating income (expense):									Nonoperating income (expense):
Interest expense	Interest expense	(420)		(426)		(844)		(779)		Interest expense	(486)		(424)
Interest income										Interest income	170		5
Interest capitalized	Interest capitalized	22		22		46		39		Interest capitalized	38		24
Interest income		33		12		38		19
Unrealized gains (losses) on investments, net		(40)		147		(40)		125
Unrealized gains on investments, net										Unrealized gains on investments, net	24		—
Miscellaneous, net	Miscellaneous, net	(14)		(50)		5		(69)		Miscellaneous, net	41		19
Total nonoperating expense, net	Total nonoperating expense, net	(419)		(295)		(795)		(665)		Total nonoperating expense, net	(213)		(376)
Income (loss) before income tax expense (benefit)		459		(564)		(1,292)		(2,315)
Income tax expense (benefit)		129		(130)		(245)		(524)
Net income (loss)		$	330	$	(434)	$	(1,047)	$	(1,791)
Loss before income tax benefit										Loss before income tax benefit	(256)		(1,751)
Income tax benefit										Income tax benefit	(62)		(374)
Net loss										Net loss	$	(194)	$	(1,377)

The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.


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UNITED AIRLINES, INC.

STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

(In millions)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
Net income (loss)		$	330	$	(434)	$	(1,047)	$	(1,791)
Net loss										Net loss	$	(194)	$	(1,377)

Other comprehensive income (loss), net of tax:	Other comprehensive income (loss), net of tax:									Other comprehensive income (loss), net of tax:
Employee benefit plans	Employee benefit plans	4		12		9		26		Employee benefit plans	(35)		5
Investments and other	Investments and other	(11)		—		(11)		(1)		Investments and other	21		—
Total other comprehensive income (loss), net of tax	Total other comprehensive income (loss), net of tax	(7)		12		(2)		25		Total other comprehensive income (loss), net of tax	(14)		5

Total comprehensive income (loss), net		$	323	$	(422)	$	(1,049)	$	(1,766)
Total comprehensive loss, net										Total comprehensive loss, net	$	(208)	$	(1,372)

The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.


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UNITED AIRLINES, INC.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In millions, except shares)


		June 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	16,885	$	18,283	Cash and cash equivalents	$	7,634	$	7,166
Short-term investments	Short-term investments	3,190		123		Short-term investments	9,522		9,248
Restricted cash	Restricted cash	43		37		Restricted cash	173		45
Receivables, less allowance for credit losses (2022 — $31; 2021 — $28)		2,217		1,663
Aircraft fuel, spare parts and supplies, less obsolescence allowance (2022 — $578; 2021 — $546)		1,153		983
Receivables, less allowance for credit losses (2023 — $12; 2022 — $11)						Receivables, less allowance for credit losses (2023 — $12; 2022 — $11)	2,274		1,801
Aircraft fuel, spare parts and supplies, less obsolescence allowance (2023 — $629; 2022 — $610)						Aircraft fuel, spare parts and supplies, less obsolescence allowance (2023 — $629; 2022 — $610)	1,196		1,109
Prepaid expenses and other	Prepaid expenses and other	883		745		Prepaid expenses and other	787		689
Total current assets	Total current assets	24,371		21,834		Total current assets	21,586		20,058
Operating property and equipment:	Operating property and equipment:					Operating property and equipment:
Flight equipment	Flight equipment	40,044		39,584		Flight equipment	44,298		42,775
Other property and equipment	Other property and equipment	9,019		8,764		Other property and equipment	9,590		9,334
Purchase deposits for flight equipment	Purchase deposits for flight equipment	2,338		2,215		Purchase deposits for flight equipment	2,993		2,820
Total operating property and equipment	Total operating property and equipment	51,401		50,563		Total operating property and equipment	56,881		54,929
Less — Accumulated depreciation and amortization	Less — Accumulated depreciation and amortization	(19,548)		(18,489)		Less — Accumulated depreciation and amortization	(21,044)		(20,481)
Total operating property and equipment, net	Total operating property and equipment, net	31,853		32,074		Total operating property and equipment, net	35,837		34,448

Operating lease right-of-use assets	Operating lease right-of-use assets	4,440		4,645		Operating lease right-of-use assets	4,019		3,889

Other assets:	Other assets:					Other assets:
Goodwill	Goodwill	4,527		4,527		Goodwill	4,527		4,527
Intangibles, less accumulated amortization (2022 — $1,451; 2021 — $1,544)		2,782		2,803
Intangibles, less accumulated amortization (2023 — $1,468; 2022 — $1,472)						Intangibles, less accumulated amortization (2023 — $1,468; 2022 — $1,472)	2,753		2,762
Restricted cash	Restricted cash	204		213		Restricted cash	225		210
Deferred income taxes	Deferred income taxes	878		631		Deferred income taxes	130		62
Investments in affiliates and other, less allowance for credit losses (2022 — $623; 2021 —$622)		1,297		1,420
Investments in affiliates and other, less allowance for credit losses (2023 — $17; 2022 —$21)						Investments in affiliates and other, less allowance for credit losses (2023 — $17; 2022 —$21)	1,311		1,373
Total other assets	Total other assets	9,688		9,594		Total other assets	8,946		8,934
Total assets	Total assets	$	70,352	$	68,147	Total assets	$	70,388	$	67,329

(continued on next page)


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UNITED AIRLINES, INC.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In millions, except shares)


		June 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
LIABILITIES AND STOCKHOLDER'S EQUITY	LIABILITIES AND STOCKHOLDER'S EQUITY					LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	3,755	$	2,562	Accounts payable	$	3,858	$	3,395
Accrued salaries and benefits	Accrued salaries and benefits	1,943		2,121		Accrued salaries and benefits	1,970		1,971
Advance ticket sales	Advance ticket sales	9,931		6,354		Advance ticket sales	10,158		7,555
Frequent flyer deferred revenue	Frequent flyer deferred revenue	2,590		2,239		Frequent flyer deferred revenue	2,832		2,693
Current maturities of long-term debt	Current maturities of long-term debt	3,012		3,002		Current maturities of long-term debt	3,206		2,911
Current maturities of other financial liabilities		914		834
Current maturities of operating leases	Current maturities of operating leases	543		556		Current maturities of operating leases	610		561
Current maturities of finance leases	Current maturities of finance leases	78		76		Current maturities of finance leases	75		104
Current maturities of other financial liabilities						Current maturities of other financial liabilities	29		23
Other	Other	680		563		Other	900		781
Total current liabilities	Total current liabilities	23,446		18,307		Total current liabilities	23,638		19,994

Long-term debt	Long-term debt	29,175		30,361		Long-term debt	27,460		28,283
Long-term obligations under operating leases	Long-term obligations under operating leases	4,997		5,152		Long-term obligations under operating leases	4,569		4,459
Long-term obligations under finance leases	Long-term obligations under finance leases	205		219		Long-term obligations under finance leases	105		115

Other liabilities and deferred credits:	Other liabilities and deferred credits:					Other liabilities and deferred credits:
Frequent flyer deferred revenue	Frequent flyer deferred revenue	3,905		4,043		Frequent flyer deferred revenue	4,028		3,982
Pension liability	Pension liability	1,934		1,920		Pension liability	778		747
Postretirement benefit liability	Postretirement benefit liability	964		1,000		Postretirement benefit liability	658		671
Other financial liabilities	Other financial liabilities	496		863		Other financial liabilities	1,130		844
Other	Other	1,297		1,284		Other	1,386		1,369
Total other liabilities and deferred credits	Total other liabilities and deferred credits	8,596		9,110		Total other liabilities and deferred credits	7,980		7,613
Commitments and contingencies	Commitments and contingencies	0		0		Commitments and contingencies
Stockholder's equity:	Stockholder's equity:					Stockholder's equity:
Common stock at par, $0.01 par value; authorized 1,000 shares; issued and outstanding 1,000 shares at both June 30, 2022 and December 31, 2021		—		—
Common stock at par, $0.01 par value; authorized 1,000 shares; issued and outstanding 1,000 shares at both March 31, 2023 and December 31, 2022						Common stock at par, $0.01 par value; authorized 1,000 shares; issued and outstanding 1,000 shares at both March 31, 2023 and December 31, 2022	—		—
Additional capital invested	Additional capital invested	373		317		Additional capital invested	414		403
Retained earnings	Retained earnings	1,930		2,977		Retained earnings	3,522		3,716
Accumulated other comprehensive loss		(944)		(942)
Accumulated other comprehensive income						Accumulated other comprehensive income	161		175
Payable to parent	Payable to parent	2,574		2,646		Payable to parent	2,539		2,571
Total stockholder's equity	Total stockholder's equity	3,933		4,998		Total stockholder's equity	6,636		6,865
Total liabilities and stockholder's equity	Total liabilities and stockholder's equity	$	70,352	$	68,147	Total liabilities and stockholder's equity	$	70,388	$	67,329

The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.


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UNITED AIRLINES, INC.

CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)

(In millions)


		Six Months Ended June 30,					Three Months Ended March 31,
		2022		2021			2023		2022

Cash Flows from Operating Activities:	Cash Flows from Operating Activities:					Cash Flows from Operating Activities:
Net cash provided by operating activities	Net cash provided by operating activities	$	4,096	$	3,101	Net cash provided by operating activities	$	3,111	$	1,405

Cash Flows from Investing Activities:	Cash Flows from Investing Activities:					Cash Flows from Investing Activities:
Capital expenditures, net of flight equipment purchase deposit returns	Capital expenditures, net of flight equipment purchase deposit returns	(952)		(1,305)		Capital expenditures, net of flight equipment purchase deposit returns	(1,843)		(402)
Purchases of short-term and other investments	Purchases of short-term and other investments	(3,302)		—		Purchases of short-term and other investments	(4,193)		(156)
Proceeds from sale of short-term and other investments	Proceeds from sale of short-term and other investments	215		184		Proceeds from sale of short-term and other investments	4,061		62
Proceeds from sale of property and equipment	Proceeds from sale of property and equipment	138		13		Proceeds from sale of property and equipment	1		66
Other, net	Other, net	(13)		(2)		Other, net	6		—
Net cash used in investing activities	Net cash used in investing activities	(3,914)		(1,110)		Net cash used in investing activities	(1,968)		(430)

Cash Flows from Financing Activities:	Cash Flows from Financing Activities:					Cash Flows from Financing Activities:
Proceeds from issuance of debt, net of discounts and fees		212		11,116
Proceeds from issuance of parent company stock		—		532
Proceeds from issuance of debt and other financing liabilities, net of discounts and fees						Proceeds from issuance of debt and other financing liabilities, net of discounts and fees	288		—
Payments of long-term debt, finance leases and other financing liabilities	Payments of long-term debt, finance leases and other financing liabilities	(1,795)		(4,072)		Payments of long-term debt, finance leases and other financing liabilities	(820)		(783)
Other, net	Other, net	—		(1)		Other, net	—		(2)
Net cash provided by (used in) financing activities		(1,583)		7,575
Net increase (decrease) in cash, cash equivalents and restricted cash		(1,401)		9,566
Net cash used in financing activities						Net cash used in financing activities	(532)		(785)
Net increase in cash, cash equivalents and restricted cash						Net increase in cash, cash equivalents and restricted cash	611		190
Cash, cash equivalents and restricted cash at beginning of the period	Cash, cash equivalents and restricted cash at beginning of the period	18,533		11,742		Cash, cash equivalents and restricted cash at beginning of the period	7,421		18,533
Cash, cash equivalents and restricted cash at end of the period (a)	Cash, cash equivalents and restricted cash at end of the period (a)	$	17,132	$	21,308	Cash, cash equivalents and restricted cash at end of the period (a)	$	8,032	$	18,723

Investing and Financing Activities Not Affecting Cash:	Investing and Financing Activities Not Affecting Cash:					Investing and Financing Activities Not Affecting Cash:
Property and equipment acquired through the issuance of debt, finance leases and other	Property and equipment acquired through the issuance of debt, finance leases and other	$	—	$	761	Property and equipment acquired through the issuance of debt, finance leases and other	$	200	$	—
Right-of-use assets acquired through operating leases						Right-of-use assets acquired through operating leases	295		68
Lease modifications and lease conversions	Lease modifications and lease conversions	82		59		Lease modifications and lease conversions	23		59
Right-of-use assets acquired through operating leases		84		214
Equity investment interest received in exchange for aircraft		42		—
Notes receivable and warrants received for entering into agreements		2		139
Investment interests received in exchange for goods and services						Investment interests received in exchange for goods and services	21		42

(a) The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts reported within the consolidated balance sheet:


Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	16,885	$	20,838	Cash and cash equivalents	$	7,634	$	18,468
Restricted cash — Current	Restricted cash — Current	43		254		Restricted cash — Current	173		41
Restricted cash — Non-Current	Restricted cash — Non-Current	204		216		Restricted cash — Non-Current	225		214
Total cash, cash equivalents and restricted cash	Total cash, cash equivalents and restricted cash	$	17,132	$	21,308	Total cash, cash equivalents and restricted cash	$	8,032	$	18,723

The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.


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UNITED AIRLINES, INC.

STATEMENTS OF CONSOLIDATED STOCKHOLDER'S EQUITY (UNAUDITED)

(In millions)


		Additional Capital Invested		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Payable to Parent		Total			Additional Capital Invested		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Payable to Parent		Total
																							Additional Capital Invested	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Payable to Parent	Total
Balance at March 31, 2022		$	355	$	1,600	$	(937)	$	2,575	$	3,593
Net income		—		330		—		—		330
Other comprehensive loss		—		—		(7)		—		(7)
Stock-settled share-based compensation		18		—		—		—		18
Other		—		—		—		(1)		(1)
Balance at June 30, 2022		$	373	$	1,930	$	(944)	$	2,574	$	3,933

Balance at December 31, 2021		$	317	$	2,977	$	(942)	$	2,646	$	4,998
Balance at December 31, 2022												Balance at December 31, 2022	$	403	$	3,716	$	175	$	2,571	$	6,865
Net loss	Net loss	—		(1,047)		—		—		(1,047)		Net loss	—		(194)		—		—		(194)
Other comprehensive loss	Other comprehensive loss	—		—		(2)		—		(2)		Other comprehensive loss	—		—		(14)		—		(14)
Stock-settled share-based compensation	Stock-settled share-based compensation	56		—		—		—		56		Stock-settled share-based compensation	11		—		—		—		11
Other	Other	—		—		—		(72)		(72)		Other	—		—		—		(32)		(32)
Balance at June 30, 2022		$	373	$	1,930	$	(944)	$	2,574	$	3,933
Balance at March 31, 2023												Balance at March 31, 2023	$	414	$	3,522	$	161	$	2,539	$	6,636

Balance at March 31, 2021		$	117	$	3,582	$	(1,126)	$	2,602	$	5,175

Balance at December 31, 2021												Balance at December 31, 2021	$	317	$	2,977	$	(942)	$	2,646	$	4,998
Net loss	Net loss	—		(434)		—		—		(434)		Net loss	—		(1,377)		—		—		(1,377)
Other comprehensive income	Other comprehensive income	—		—		12		—		12		Other comprehensive income	—		—		5		—		5
Stock-settled share-based compensation	Stock-settled share-based compensation	68		—		—		—		68		Stock-settled share-based compensation	38		—		—		—		38
Other	Other	—		—		—		51		51		Other	—		—		—		(71)		(71)
Balance at June 30, 2021		$	185	$	3,148	$	(1,114)	$	2,653	$	4,872
Balance at March 31, 2022												Balance at March 31, 2022	$	355	$	1,600	$	(937)	$	2,575	$	3,593

Balance at December 31, 2020		$	85	$	4,939	$	(1,139)	$	2,043	$	5,928
Net loss		—		(1,791)		—		—		(1,791)
Other comprehensive income		—		—		25		—		25
Stock-settled share-based compensation		100		—		—		—		100
Impact of UAL common stock issuance		—		—		—		532		532
Other		—		—		—		78		78
Balance at June 30, 2021		$	185	$	3,148	$	(1,114)	$	2,653	$	4,872

The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.


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UNITED AIRLINES HOLDINGS, INC. AND UNITED AIRLINES, INC.

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

United Airlines Holdings, Inc. (together with its consolidated subsidiaries, "UAL" or the "Company") is a holding company and its ~~principal,~~ wholly-owned subsidiary is United Airlines, Inc. (together with its consolidated subsidiaries, "United"). This Quarterly Report on Form 10-Q is a combined report of UAL and United, including their respective consolidated financial statements. As UAL consolidates United for financial statement purposes, disclosures that relate to activities of United also apply to UAL, unless otherwise noted. United's operating revenues and operating expenses comprise nearly 100% of UAL's revenues and operating expenses. In addition, United comprises approximately the entire balance of UAL's assets, liabilities and operating cash flows. When appropriate, UAL and United are named specifically for their individual contractual obligations and related disclosures, and any significant differences between the operations and results of UAL and United are separately disclosed and explained. We sometimes use the words "we," "our," "us," and the "Company" in this report for disclosures that relate to all of UAL and United.

The UAL and United unaudited condensed consolidated financial statements shown here have been prepared as required by the U.S. Securities and Exchange Commission (the "SEC"). Some information and footnote disclosures normally included in financial statements that comply with accounting principles generally accepted in the United States ("GAAP") have been condensed or omitted as permitted by the SEC. The financial statements include all adjustments, including normal recurring adjustments and other adjustments, which are considered necessary for a fair presentation of the Company's financial position and results of operations for interim periods presented. The UAL and United financial statements should be read together with the information included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021~~2022 (the ~~"2021~~"2022 Form 10-K"). The Company's quarterly financial data is subject to seasonal fluctuations. Historically its second and third quarter financial results have reflected higher travel demand, and were better than its first and fourth quarter financial results.

NOTE 1 — REVENUE

Revenue by Geography. The table below presents the Company's operating revenue by principal geographic region (as defined by the U.S. Department of Transportation) (in millions):


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
Domestic (U.S. and Canada)	Domestic (U.S. and Canada)	$	7,819	$	3,767	$	12,905	$	5,878	Domestic (U.S. and Canada)	$	7,167	$	5,086
Atlantic		2,481		585		3,570		995
Atlantic (including Europe, Africa, India and Middle East destinations)										Atlantic (including Europe, Africa, India and Middle East destinations)	1,832		1,089
Latin America	Latin America	1,195		727		2,104		1,119		Latin America	1,316		909
Pacific	Pacific	617		392		1,099		700		Pacific	1,114		482
Total	Total	$	12,112	$	5,471	$	19,678	$	8,692	Total	$	11,429	$	7,566

Advance Ticket Sales. The Company defers amounts related to future travel in its Advance ticket sales liability account. All tickets sold at any given point in time have travel dates through the next 12 months. The ~~Company defers amounts related to future travel in its Advance ticket sales liability account. The~~ Company's Advance ticket sales liability also includes credits issued to customers onfor future flights ("FFCs") and electronic travel certificates ("ETCs"~~) and future flight credits ("FFCs"~~), primarily for ticket cancellations, which can be applied towards a purchase of a new ticket. FFCs and ETCs are valid up to one year from the date of issuance; however, all ~~ETCs~~credits issued on or before December 31, 2022 have been extended to December 31, 2023. FFCs are valid for 12 months from the original ticket date; however, all FFCs issued on or before December 31, 2022 have been extended to December 31, 2023. The Company is unable to estimate the amount of the ETCs and FFCs that will be used within the next 12 months and has classified the entire amount of the Advance ticket sales liability in current liabilities even though some of the ETCs and FFCs could be used after the next 12 months.

The Company estimates the value of Advance tickets sales that will expire unused ("breakage") and recognizes revenue atin proportion to the ~~scheduled flight date.~~usage of the related tickets. To determine breakage, the Company uses its historical experience with expired tickets and certificates and other facts, such as recent aging trends, program changes and modifications that could affect the ultimate expiration ~~patterns of tickets. Given the uncertainty of travel demand caused by the novel coronavirus ("COVID-19") pandemic, changes~~patterns. Changes in our estimates of ~~ETCs~~FFCs and ~~FFCs~~ETCs that may expire unused could have a ~~significant~~material impact on revenue. Changes in estimates of breakage are recognized prospectively in proportion to the remaining usage of the related tickets.

In the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022, the Company recognized approximately ~~$4.2~~$3.5 billion and ~~$2.6~~$1.9 billion, respectively, of passenger revenue for tickets that were included in Advance ticket sales at the beginning of those periods. In

Ancillary Fees. The Company charges fees, separately from ticket sales, for certain ancillary services that are directly related to passengers' travel, such as baggage fees, premium seat fees, inflight amenity fees and other ticket-related fees. These ancillary fees are part of the travel performance obligation and, as such, are recognized as passenger revenue when the travel occurs. The Company recorded $892 million and $661 million of ancillary fees within passenger revenue in the three ~~and six~~ months ended ~~June 30, 2021, the Company recognized approximately $1.5 billion~~March 31, 2023 and ~~$1.4 billion, respectively, of passenger revenue for tickets that were included in Advance ticket sales at the beginning of those periods.~~2022, respectively.


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~~Ancillary Fees.~~ The Company charges fees, separately from ticket sales, for certain ancillary services that are directly related to passengers' travel, such as baggage fees, premium seats, inflight amenities and other ticket-related fees. These ancillary fees are part of the travel performance obligation and, as such, are recognized as passenger revenue when the travel occurs. The Company recorded $0.9 billion and $1.5 billion of ancillary fees within passenger revenue in the three and six months ended June 30, 2022, respectively. The Company recorded $0.5 billion and $0.8 billion of ancillary fees within passenger revenue in the three and six months ended June 30, 2021, respectively.

Frequent Flyer Accounting. The table below presents a roll forward of Frequent flyer deferred revenue (in millions):


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
Total Frequent flyer deferred revenue - beginning balance	Total Frequent flyer deferred revenue - beginning balance	$	6,417	$	6,109	$	6,282	$	5,975	Total Frequent flyer deferred revenue - beginning balance	$	6,675	$	6,282
Total miles awarded	Total miles awarded	666		360		1,143		632		Total miles awarded	747		477
Travel miles redeemed	Travel miles redeemed	(566)		(267)		(888)		(390)		Travel miles redeemed	(531)		(322)
Non-travel miles redeemed	Non-travel miles redeemed	(22)		(17)		(42)		(32)		Non-travel miles redeemed	(31)		(20)
Total Frequent flyer deferred revenue - ending balance	Total Frequent flyer deferred revenue - ending balance	$	6,495	$	6,185	$	6,495	$	6,185	Total Frequent flyer deferred revenue - ending balance	$	6,860	$	6,417

In the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022, the Company recognized, in Other operating revenue, ~~$0.6 billion~~$646 million and ~~$1.1 billion,~~$519 million, respectively, related to the marketing, advertising, non-travel miles redeemed (net of related costs) and other travel-related benefits of the mileage revenue associated with our various partner agreements including, but not limited to, our JPMorgan Chase Bank, N.A. MileagePlus co-brand agreement. ~~The Company recognized $0.4 billion and $0.8 billion, respectively, in the three and six months ended June 30, 2021, related to those agreements.~~ The portion related to the MileagePlus miles awarded of the total amounts received from our various partner agreements is deferred and presented in the table above as an increase to the ~~frequent~~Frequent flyer ~~liability.~~deferred revenue. We determine the current portion of ~~our frequent flyer liability~~that account based on expected redemptions in the next 12 months.

NOTE 2 — ~~EARNINGS (LOSS)~~LOSS PER SHARE

The computations of UAL's basic and diluted ~~earnings (loss)~~loss per share are set forth below (in millions, except per share amounts):

Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Earnings (loss) available to common stockholders $ 329 $ (434) $ (1,048) $ (1,791)
Basic weighted-average shares outstanding 326.7 323.6 325.9 320.1
Dilutive effect of employee stock awards 1.7 — — —
Dilutive effect of stock warrants 1.9 — — —
Diluted weighted-average shares outstanding 330.3 323.6 325.9 320.1
Earnings (loss) per share, basic $ 1.01 $ (1.34) $ (3.22) $ (5.60)
Earnings (loss) per share, diluted $ 1.00 $ (1.34) $ (3.22) $ (5.60)
Potentially dilutive securities (a)
Stock warrants 1.5 — 1.5 0.3
Employee stock awards 0.7 0.7 0.7 0.7
(a) Weighted-average potentially dilutive securities outstanding excluded from the computation of diluted earnings per share because the securities would have had an antidilutive effect.


	Three Months Ended March 31,
	2023		2022
Loss available to common stockholders	$	(194)	$	(1,377)

Weighted-average shares outstanding, basic and diluted	327.4		325.0

Loss per share, basic and diluted	$	(0.59)	$	(4.24)

Potentially dilutive securities (a)
Stock warrants (b)	1.5		1.5
Employee stock awards	0.7		0.7
(a) Weighted-average potentially dilutive securities outstanding excluded from the computation of diluted earnings per share because the securities would have had an antidilutive effect.
(b) Represent warrants issued to the U.S. Treasury Department ("Treasury") pursuant to the payroll support program, including extensions, and the loan program established under the Coronavirus Aid, Relief, and Economic Security Act. The Company issued, to Treasury, warrants to purchase up to approximately 10 million shares of UAL common stock at exercise prices ranging from $31.50 to $53.92 and expiration dates ranging from April 20, 2025 to June 10, 2026. All warrants were outstanding as of March 31, 2023.

On March 3, 2021, the Company entered into an equity distribution agreement (the "Distribution Agreement") with several financial institutions (collectively, the "Managers"), relating to the issuance and sale from time to time by UAL (the "2021 ATM Offering"), through the Managers, of up to 37 million shares of UAL common stock (the "2021 ATM Shares"). Sales of the 2021 ATM Shares under the Distribution Agreement were allowed to be made in any transactions that were deemed to be "at the market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended. During 2021, approximately 4 million shares were sold in the 2021 ATM Offering at an average price of $57.50 per share, with net proceeds to the Company totaling approximately $250 million. No shares were sold in 2022 or 2023 under the 2021 ATM Offering, which expired in March 2023.


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NOTE 3 — ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The table below presents the components of the Company's accumulated other comprehensive income (loss), net of tax ("AOCI") (in millions):


		Pension and Other Postretirement Liabilities			Investments and Other		Deferred Taxes (a)		Total			Pension and Other Postretirement Liabilities			Investments and Other		Deferred Taxes (a)		Total
																					Pension and Other Postretirement Liabilities	Investments and Other	Deferred Taxes (a)	Total
Balance at March 31, 2022		$	(839)		$	—	$	(98)	$	(937)
Balance at December 31, 2022											Balance at December 31, 2022	$	626		$	(35)	$	(416)	$	175
Changes in value	Changes in value	6			(14)		2		(6)		Changes in value	(9)			27		(4)		14
Amounts reclassified to earnings	Amounts reclassified to earnings	(1)		(b)	—		—		(1)		Amounts reclassified to earnings	(35)		(b)	—		7		(28)
Balance at June 30, 2022		$	(834)		$	(14)	$	(96)	$	(944)
Balance at March 31, 2023											Balance at March 31, 2023	$	582		$	(8)	$	(413)	$	161

Balance at December 31, 2021	Balance at December 31, 2021	$	(847)		$	—	$	(95)	$	(942)	Balance at December 31, 2021	$	(847)		$	—	$	(95)	$	(942)
Changes in value	Changes in value	14			(14)		(1)		(1)		Changes in value	8			—		(3)		5
Amounts reclassified to earnings		(1)		(b)	—		—		(1)
Balance at June 30, 2022		$	(834)		$	(14)	$	(96)	$	(944)

Balance at March 31, 2021		$	(1,084)		$	1	$	(43)	$	(1,126)
Changes in value		11			—		(2)		9
Amounts reclassified to earnings		5		(b)	—		(2)		3
Balance at June 30, 2021		$	(1,068)		$	1	$	(47)	$	(1,114)
Balance at March 31, 2022											Balance at March 31, 2022	$	(839)		$	—	$	(98)	$	(937)

Balance at December 31, 2020		$	(1,102)		$	2	$	(39)	$	(1,139)
Changes in value		24			(1)		(5)		18
Amounts reclassified to earnings		10		(b)	—		(3)		7
Balance at June 30, 2021		$	(1,068)		$	1	$	(47)	$	(1,114)

(a) ~~Relates primarily to pension and other postretirement benefit liabilities and includes~~Includes approximately $285 million of deferred income tax expense that will not be recognized in net income until ~~these~~the related pension and postretirement benefit obligations are fully extinguished. We consider all income sources, including other comprehensive income, in determining the amount of tax benefit allocated to results from operations.

(b) This AOCI component is included in the computation of net periodic pension and other postretirement costs, specifically the following components: amortization of unrecognized (gain) loss, amortization of prior service credit and other (see Note 5 of this report for additional information).

NOTE 4 — INCOME TAXES

The Company's effective tax rates for the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and March 31, 2022 were ~~28.3%~~24.2% and ~~18.9%~~21.4%, respectively. The ~~effective tax rates~~provision for income taxes for the three ~~and six~~ months ended ~~June 30, 2021 were 23.0% and 22.6%, respectively. The~~March 31, 2023 is based on the estimated annual effective tax rate, which represents a blend of federal, state and foreign taxes and includes the impact of certain nondeductible items. ~~We have historically calculated the~~The provision for income taxes ~~during interim reporting periods by~~for the three months ended March 31, 2022 is calculated using a discrete effective tax rate method. We determined that applying an estimate of the annual effective tax rate ~~for the full fiscal year~~ to income or loss for the interim reporting ~~period. We have used~~period would not provide a ~~discrete effective tax rate method to calculate taxes~~reliable estimate for the three ~~and six~~ months ended ~~June 30, 2022. We believe that, at this time, the use of the discrete method for the three and six months ended June 30,~~March 31, 2022, ~~is more appropriate than~~since small changes in estimated income would have resulted in significant changes in the estimated annual effective tax ~~rate method as the estimated annual effective tax rate method is not reliable due to a high degree of uncertainty in estimating annual pretax earnings.~~rate.


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NOTE 5 — EMPLOYEE BENEFIT PLANS

~~Defined Benefit Pension and Other Postretirement Benefit Plans.~~The Company's net periodic benefit cost includes the following components for the three months ended ~~June 30~~March 31 (in millions):
Pension Benefits Other Postretirement Benefits Affected Line Item
in the Statements of
Consolidated Operations
2022 2021 2022 2021
Service cost $ 51 $ 60 $ 2 $ 3 Salaries and related costs
Interest cost 47 46 8 7 Miscellaneous, net
Expected return on plan assets (76) (71) (1) (1) Miscellaneous, net
Amortization of unrecognized (gain) loss 31 42 (4) (7) Miscellaneous, net
Amortization of prior service credit — — (28) (31) Miscellaneous, net
Other — 1 — — Miscellaneous, net
Total $ 53 $ 78 $ (23) $ (29)

~~The Company's net periodic benefit cost includes the following components for the six months ended June 30 (in millions):~~

Pension Benefits Other Postretirement Benefits Affected Line Item
in the Statements of
Consolidated Operations
2022 2021 2022 2021
Service cost $ 102 $ 120 $ 4 $ 5 Salaries and related costs
Interest cost 94 92 15 13 Miscellaneous, net
Expected return on plan assets (154) (142) (1) (1) Miscellaneous, net
Amortization of unrecognized (gain) loss 61 85 (7) (14) Miscellaneous, net
Amortization of prior service credit — — (56) (62) Miscellaneous, net
Special termination benefits — — — 46 Miscellaneous, net
Other 1 1 — — Miscellaneous, net
Total $ 104 $ 156 $ (45) $ (13)

During the first quarter of 2021, the Company offered special separation benefits in the form of additional subsidies for retiree medical costs for certain U.S.-based front-line employees. The subsidies are in the form of a one-time contribution to a notional Retiree Health Account of $125,000 for full-time employees and $75,000 for part-time employees. As a result, the Company recorded $46 million for those additional benefits.


	Pension Benefits				Other Postretirement Benefits				Affected Line Item in the Statements of Consolidated Operations
	2023		2022		2023		2022
Service cost	$	31	$	51	$	1	$	2	Salaries and related costs
Interest cost	55		47		10		7		Miscellaneous, net
Expected return on plan assets	(63)		(78)		—		—		Miscellaneous, net
Amortization of unrecognized (gain) loss	2		30		(9)		(3)		Miscellaneous, net
Amortization of prior service credit	—		—		(28)		(28)		Miscellaneous, net
Other	—		1		—		—		Miscellaneous, net
Total	$	25	$	51	$	(26)	$	(22)

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NOTE 6 — FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

The table below presents disclosures about the financial assets and liabilities measured at fair value on a recurring basis in UAL's financial statements (in millions):


		June 30, 2022								December 31, 2021									March 31, 2023								December 31, 2022
		Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3			Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Cash and cash equivalents	Cash and cash equivalents	$	16,885	$	16,885	$	—	$	—	$	18,283	$	18,283	$	—	$	—	Cash and cash equivalents	$	7,634	$	7,634	$	—	$	—	$	7,166	$	7,166	$	—	$	—
Restricted cash - current	Restricted cash - current	43		43		—		—		37		37		—		—		Restricted cash - current	173		173		—		—		45		45		—		—
Restricted cash - non-current	Restricted cash - non-current	204		204		—		—		213		213		—		—		Restricted cash - non-current	225		225		—		—		210		210		—		—
Short-term investments:	Short-term investments:																	Short-term investments:
U.S. government and agency notes																		U.S. government and agency notes	9,061		—		9,061		—		8,914		—		8,914		—
Asset-backed securities																		Asset-backed securities	461		—		461		—		325		—		325		—
Corporate debt	Corporate debt	43		—		43		—		95		—		95		—		Corporate debt	—		—		—		—		9		—		9		—
Asset-backed securities		163		—		163		—		26		—		26		—
U.S. government and agency notes		2,984		—		2,984		—		2		—		2		—
Long-term investments:	Long-term investments:																	Long-term investments:
Equity securities	Equity securities	142		142		—		—		229		229		—		—		Equity securities	126		126		—		—		189		189		—		—

Investments presented in the table above have the same fair value as their carrying value.

Restricted cash - current — Primarily includes amounts to be used for the payment of fees, principal and interest on senior secured notes and a secured term loan facility (the "MileagePlus Financing") secured by substantially all of the assets of Mileage Plus Holdings, LLC, a direct wholly-owned subsidiary of United.

Restricted cash - non-current — Primarily includes collateral associated with the MileagePlus Financing, collateral for letters of credit and collateral associated with facility leases and other insurance-related obligations.

Short-term investments — The short-term investments shown in the table above are classified as available-for-sale and have remaining maturities of approximately ~~one year~~two years or less.

Long-term investments: Equity securities — Represents equity and equity-linked securities (such as vested warrants) that make up United's investments in Azul Linhas Aéreas Brasileiras S.A., ~~Clear Secure,~~Archer Aviation Inc., Eve Holding, Inc., Mesa Air Group, Inc. and ~~Archer Aviation~~Clear Secure, Inc.

Other fair value information. The table below presents the carrying values and estimated fair values of financial instruments not presented in the tables above (in millions). Carrying amounts include any related discounts, premiums and issuance costs:
June 30, 2022 December 31, 2021
Carrying Amount Fair Value Carrying Amount Fair Value
Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3
Long-term debt $ 32,187 $ 30,020 $ — $ 25,089 $ 4,931 $ 33,363 $ 34,550 $ — $ 29,088 $ 5,462


	March 31, 2023										December 31, 2022
	Carrying Amount		Fair Value								Carrying Amount		Fair Value
			Total		Level 1		Level 2		Level 3				Total		Level 1		Level 2		Level 3
Long-term debt	$	30,666	$	29,429	$	—	$	23,812	$	5,617	$	31,194	$	29,371	$	—	$	23,990	$	5,381

Fair value of the financial instruments included in the tables above was determined as follows:


Description			Fair Value Methodology
Cash and cash equivalents and Restricted cash (current and non-current)			The carrying amounts of these assets approximate fair value.
Short-term ~~investments~~ and ~~Equity securities~~Long-term investments			Fair value is based on (a) the trading prices of the investment or similar instruments (b) an income approach, which uses valuation techniques to convert future amounts into a single present amount based on current market expectations about those future amounts when observable trading prices are not available, or ~~(c)~~(b) broker quotes obtained by third-party valuation services.
Long-term debt			Fair values were based on either market prices or the discounted amount of future cash flows using our current incremental rate of borrowing for similar liabilities or assets.

~~Investments in Regional Carriers.~~Equity Method Investments. As of ~~June 30, 2022,~~March 31, 2023, United holds the following investments, ~~in 2 regional carriers that fly~~accounted for using the ~~Company as United Express under its capacity purchase agreements. The~~equity method, with a combined carrying value of ~~the investments was~~ approximately ~~$178 million as of June 30, 2022.~~$208 million:

•CommuteAir LLC. United ~~accounts for each investment using the equity method. During the second quarter of 2022, United divested its investment~~owns a 40% minority ownership stake in ~~ManaAir, LLC, the parent company of ExpressJet Airlines~~CommuteAir LLC. CommuteAir currently operates 61 regional aircraft under a capacity purchase agreement ("CPA") that has a term through 2026.

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•Republic Airways Holdings Inc. United holds a 19% minority interest in Republic Holdings Inc., which is the parent company of Republic Airways Inc. ("Republic"). Republic currently operates 66 regional aircraft under CPAs that have terms through 2036.

•United Airlines Ventures Sustainable Flight Fund (the "Fund"). During the first quarter of 2023, United launched, through its corporate venture capital arm, United Airlines Ventures ("UAV"), an investment vehicle designed to support start-ups focused on decarbonizing air travel by accelerating the research, production and technologies associated with sustainable aviation fuel ("SAF"). The Fund started with more than $100 million in commitments from United and other corporate investors, collectively, as limited partners. UAV transferred certain of its existing SAF investments to the Fund's portfolio. As of March 31, 2023, the Company indirectly holds a 49.99% ownership interest in the Fund.

•Blue Blade Energy, LLC ("Blue Blade"). UAV holds a 20% minority interest in Blue Blade, a joint venture with Tallgrass Energy Partners, LP, and Green Plains Inc. to develop and then commercialize a novel SAF technology that uses ethanol as its feedstock.

Other Investments. ~~United holds equity investments in a number~~As of ~~companies with emerging technologies and sustainable solutions.~~March 31, 2023, United ~~also~~ has equity investments in Avianca Group International Limited, a multinational airline holding company, ~~and~~ JetSuiteX, Inc., an independent air carrier doing business as ~~JSX.~~JSX as well as a number of companies with emerging technologies and sustainable solutions. None of these investments have readily determinable fair values. We account for these investments at cost less impairment, adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer. As of ~~June 30, 2022,~~March 31, 2023, the carrying value of these investments was ~~$331~~$413 million.

NOTE 7 — COMMITMENTS AND CONTINGENCIES

Commitments. As of ~~June 30, 2022,~~March 31, 2023, United had firm commitments and options to purchase aircraft from The Boeing Company ("Boeing") and Airbus S.A.S. ("Airbus") as presented in the table below:

Scheduled Aircraft Deliveries
Aircraft Type Number of Firm
Commitments (a) Last Six Months
of 2022 2023 After 2023
Airbus A321XLR 50 — — 50
Airbus A321neo 70 — 12 58
Airbus A350 45 — — 45
Boeing 737 MAX 364 50 109 205
Boeing 787 8 8 — —
(a) United also has options and purchase rights for additional aircraft.


		Scheduled Aircraft Deliveries
Aircraft Type	Number of Firm Commitments (a)	Last Nine Months of 2023	2024	After 2024
787	100	—	8	92
737 MAX	412	114	88	210
A321neo	70	12	31	27
A321XLR	50	—	—	50
A350	45	—	—	45
(a) United also has options and purchase rights for additional aircraft.

The aircraft listed in the table above are scheduled for delivery through ~~2030.~~2033. The amount and timing of the Company's future capital commitments could change to the extent that: (i) the Company and the aircraft manufacturers, with whom the Company has existing orders for new aircraft, agree to modify the contracts governing those orders; (ii) rights are exercised pursuant to the relevant agreements to modify the timing of deliveries; or (iii) the aircraft manufacturers are unable to deliver in accordance with the terms of those orders. ~~Furthermore, Boeing~~Airbus notified United that ~~7 Boeing 737 MAX aircraft and~~ 3 ~~Boeing 787~~ eight Airbus A321neo aircraft scheduled for delivery in ~~2022,~~2023, as shown in the table above, are now expected to deliver in ~~2023.~~

In2024 and ten Airbus A321neo aircraft scheduled for delivery in 2024, as shown in the ~~first half of 2022,~~table above, are now expected to deliver in 2025. Boeing notified United ~~gave notice of its intent to exercise options to purchase, in 2023, 8~~that 37 Boeing 737 MAX aircraft scheduled for delivery in 2023, as shown in the table above, are now expected to deliver in 2024. Also, United estimates that ~~are~~an additional eleven Boeing 737 MAX aircraft scheduled for delivery in 2023, as shown in the table above, will deliver in 2024 and 30 Boeing 737 MAX aircraft scheduled for delivery in 2024, as shown in table above, will deliver in 2025. Furthermore, Boeing recently notified United that due to a manufacturing process issue relating to certain Boeing 737 MAX fuselages, six Boeing 737 MAX 8 aircraft scheduled for delivery in the second quarter of 2023, as shown in the table above, will be delayed. Boeing may inform United that additional Boeing 737 MAX 8 aircraft scheduled for delivery in the third quarter of 2023 may be delayed and/or that certain Boeing 737 MAX aircraft currently ~~leased under~~expected to be delivered in 2023 may deliver in 2024. However, at this time, we do not expect these delays to be extensive or to have a significant impact on our capacity plan for 2023.

During the first quarter of 2023, United entered into agreements with third parties to finance through sale and leaseback ~~arrangements.~~transactions new Boeing model 737 MAX aircraft subject to purchase agreements between United and Boeing. For certain aircraft, United assigned its right to purchase such aircraft to the buyer, and simultaneous with the buyer's purchase from Boeing, United entered into a long-term lease for such aircraft with the buyer as lessor. Upon delivery of the aircraft in these sale and leaseback transactions, the Company accounted for these aircraft as part of Flight equipment on the Company's


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consolidated balance sheet and the related obligation recorded in Current maturities of other financial liabilities and Other financial liabilities since they did not qualify for sale recognition (failed sale and leaseback).

The table below summarizes United's commitments as of ~~June 30, 2022,~~March 31, 2023, which include aircraft and related spare engines, aircraft improvements and non-aircraft capital commitments. Aircraft commitments ~~(in billions):~~are based on contractual scheduled aircraft deliveries without any adjustments for the delays communicated by Boeing and Airbus or estimated by United.


Last six months of 2022		$	4.8
2023		7.8
(in billions)				(in billions)
Last nine months of 2023				Last nine months of 2023	$	8.3
2024	2024	5.4		2024	8.1
2025	2025	4.4		2025	8.3
2026	2026	3.4		2026	5.9
After 2026		8.8
2027				2027	4.7
After 2027				After 2027	16.8
		$	34.6		$	52.1

~~Legal Contingencies.~~ Regional CPAs. In the first quarter of 2023, United amended its CPA agreements with one of its regional carriers to increase the contractually agreed fees (carrier costs) paid to that carrier. The Company ~~has certain contingencies resulting from litigation~~expects to wind down its CPA with Air Wisconsin and ~~claims incident~~terminate operations by early June 2023. Our future commitments under our CPAs are dependent on numerous variables, and are, therefore, difficult to ~~the ordinary course~~predict. The most important of ~~business. As of June 30, 2022, management believes, after considering a~~these variables is the number of ~~factors, including (but~~scheduled block hours. Although we are not ~~limited to)~~required to purchase a minimum number of block hours under certain of our CPAs, we have set forth below estimates of our future payments under the ~~information currently available, the views~~CPAs based on our assumptions. The actual amounts we pay to our regional operators under CPAs could differ materially from these estimates. United's estimates of ~~legal counsel, the nature~~its future payments under all of the ~~contingencies~~CPAs do not include the portion of the underlying obligation for any aircraft leased to ~~which~~a regional carrier or deemed to be leased from other regional carriers and facility rent that are disclosed as part of operating leases above. For purposes of calculating these estimates, we have assumed (1) the ~~Company~~number of block hours flown is subject and prior experience, that its defenses and assertions in pending legal proceedings have merit and the ultimate disposition of any pending matter will not materially affect the Company's financial position, results of operations or cash flows. The Company records liabilities for legal claims when it is probable that a loss will be incurred and the amount is reasonably estimable. These amounts are recorded based on our anticipated level of flight activity or at any contractual minimum utilization levels if applicable, whichever is higher, (2) that we will reduce the ~~Company's assessments~~fleet as rapidly as contractually allowed under each CPA, (3) that aircraft utilization, stage length and load factors will remain constant, (4) that each carrier's operational performance will remain at recent historic levels and (5) an annual projected inflation rate. Based on these assumptions as of March 31, 2023, our estimated future payments through the end of the ~~likelihood~~terms of ~~their eventual disposition.~~our CPAs are presented in the table below:

During the three months ended June 30, 2022, the Company recorded charges of $94 million as a result of a number of recent decisions, including one involving another carrier, that appear to impact the Company's ability to successfully assert, in certain cases, that federal law preempts state and local laws that conflict with union contracts and/or federal requirements.


(in billions)
Last nine months of 2023	$	1.7
2024	2.1
2025	1.8
2026	1.6
2027	1.1
After 2027	3.9
	$	12.2

Guarantees. As of ~~June 30, 2022,~~March 31, 2023, United is the guarantor of approximately $2.0 billion in aggregate principal amount of tax-exempt special facilities revenue bonds and interest thereon. These bonds, issued by various airport municipalities, are payable


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solely from rentals paid under long-term agreements with the respective governing bodies. The leasing arrangements associated with these obligations are accounted for as operating leases recognized on the Company's consolidated balance sheet with the associated expense recorded on a straight-line basis over the expected lease term. All of these bonds are due between 2023 and 2041.

As of ~~June 30, 2022,~~March 31, 2023, United is the guarantor of ~~$99~~$88 million of aircraft mortgage debt issued by one of United's regional carriers. The aircraft mortgage debt is subject to similar increased cost provisions as described below for the Company's debt, and the Company would potentially be responsible for those costs under the guarantees.

Increased Cost Provisions. In United's financing transactions that include loans in which United is the borrower, United typically agrees to reimburse lenders for any reduced returns with respect to the loans due to any change in capital requirements and, in the case of loans with respect to which the interest rate is based on the London Interbank Offered Rate (LIBOR) or the Secured Overnight Financing Rate (SOFR), for certain other increased costs that the lenders incur in carrying these loans as a


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result of any change in law, subject, in most cases, to obligations of the lenders to take certain limited steps to mitigate the requirement for, or the amount of, such increased costs. At ~~June 30, 2022,~~March 31, 2023, the Company had ~~$13.1~~$12.9 billion of floating rate debt with remaining terms of up to approximately 1012 years that are subject to these increased cost provisions. In several financing transactions involving loans or leases from non-U.S. entities, with remaining terms of up to approximately 1012 years and an aggregate balance of ~~$9.9~~$9.7 billion, the Company bears the risk of any change in tax laws that would subject loan or lease payments thereunder to non-U.S. entities to withholding taxes, subject to customary exclusions.

~~Credit Card Processing Agreements.~~ The Company has agreements with financial institutions that process customer credit card transactions for the sale of air travel and other services. Under certain of the Company's credit card processing agreements, the financial institutions in certain circumstances have the right to require that the Company maintain a reserve equal to a portion of advance ticket sales that has been processed by that financial institution, but for which the Company has not yet provided the air transportation. Such financial institutions may require additional cash or other collateral reserves to be established or additional withholding of payments related to receivables collected if the Company does not maintain certain minimum levels of unrestricted cash, cash equivalents and short-term investments (collectively, "Unrestricted Liquidity"). The Company's level of Unrestricted Liquidity as of June 30, 2022 is substantially in excess of these minimum levels.

Labor. As of ~~June 30, 2022,~~March 31, 2023, the Company had approximately ~~91,200~~96,300 employees, of whom approximately ~~85%~~84% were represented by various U.S. labor organizations. ~~This total~~

In January 2023, United and the International Brotherhood of Teamsters ratified an extension to its labor contract covering the Company's more than 8,000 technicians and related employees. The agreement becomes amendable in December 2024 and includes ~~employees who elected~~a one-year early opener that allows for bargaining on a successor agreement to ~~voluntarily separate from~~begin in December 2023.

In April 2023, the Company ~~pursuant~~and the International Association of Machinists & Aerospace Workers ("IAM") reached a tentative agreement covering nearly 30,000 IAM-represented employees in several workgroups. The agreements, once ratified, will cover IAM-represented employees across our operations and be effective through 2025.

The Company has been in negotiations with its employees represented by the Air Line Pilots Association ("ALPA") regarding a contract that became amendable in January 2019.Given the recent ratification of a new agreement by the pilot group of another major airline, the Company has determined that it is appropriate to ~~voluntary leave programs and voluntary separation programs offered~~accrue expense in ~~2020 and 2021 but who were still on pre-separation leave of absence~~the first quarter 2023 related to a potential new collective bargaining agreement with ~~pay and benefits as of June 30, 2022.~~employees represented by ALPA.

NOTE 8 — DEBT

As of ~~June 30, 2022,~~March 31, 2023, we had $1.75 billion undrawn and available under our revolving credit facility.

Our debt agreements contain customary terms and conditions as well as various affirmative, negative and financial covenants that, among other things, restrict the ability of the Company and its subsidiaries to incur additional indebtedness and pay dividends or repurchase stock. As of ~~June 30, 2022,~~March 31, 2023, UAL and United were in compliance with their respective debt covenants.

The table below presents the Company's contractual principal payments (not including ~~$447~~$356 million of unamortized debt discount, premiums and debt issuance costs) at ~~June 30, 2022~~March 31, 2023 under then-outstanding long-term debt agreements (in millions):


Last six months of 2022		$	1,519
2023		2,929
Last nine months of 2023				Last nine months of 2023	$	2,167
2024	2024	3,908		2024	3,950
2025	2025	3,375		2025	3,405
2026	2026	5,148		2026	5,198
After 2026		15,755
2027				2027	2,419
After 2027				After 2027	13,883
		$	32,634		$	31,022

NOTE 9 — SPECIAL CHARGES (CREDITS)

For the ~~second quarter~~three months ended March 31, operating and nonoperating special charges (credits) and unrealized (gains) losses on investments in the statements of ~~2022, United borrowed $220 million aggregate principal amount from a financial institution to finance~~consolidated operations consisted of the ~~purchase of aircraft. The notes evidencing these borrowings, which are secured by the related aircraft, mature in 2034 and have interest rates of 4%.~~following (in millions):


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~~NOTE 9 — SPECIAL CHARGES (CREDITS)~~


	Three Months Ended March 31,
	2023		2022


(Gains) losses on sale of assets and other special charges	$	14	$	(8)
Total operating special charges (credits)	14		(8)
Nonoperating unrealized gains on investments, net	(24)		—
Nonoperating debt extinguishment and modification fees	—		7
Total nonoperating special charges and unrealized gains on investments, net	(24)		7
Total operating and nonoperating special charges (credits) and unrealized gains on investments, net	(10)		(1)
Income tax benefit, net of valuation allowance	(3)		—
Total operating and nonoperating special charges (credits) and unrealized gains on investments, net of income taxes	$	(13)	$	(1)

~~For~~2023

(Gains) losses on sale of assets and other special charges. During the three ~~and six~~ months ended ~~June 30, operating~~March 31, 2023, the Company recorded $14 million of net charges primarily comprised of accelerated depreciation related to certain of the Company's assets that will be retired early and ~~nonoperating special charges (credits)~~other gains and losses on the sale of assets.

Nonoperating unrealized (gains) losses on investments, net. During the three months ended March 31, 2023, the Company recorded gains of $24 million primarily for the change in the ~~statements~~market value of ~~consolidated operations consisted of the following (in millions):~~

Three Months Ended
June 30, Six Months Ended
June 30,
2022 2021 2022 2021
CARES Act grant $ — $ (1,079) $ — $ (2,889)
Severance and benefit costs — 11 — 428
Impairment of assets — 59 — 59
(Gains) losses on sale of assets and other special charges 112 61 104 77
Total operating special charges (credits) 112 (948) 104 (2,325)
Nonoperating unrealized (gains) losses on investments, net 40 (147) 40 (125)
Nonoperating debt extinguishment and modification fees — 62 7 62
Nonoperating special termination benefits — — — 46
Total nonoperating special charges and unrealized (gains) losses on investments, net 40 (85) 47 (17)
Total operating and nonoperating special charges (credits) and unrealized (gains) losses on investments, net 152 (1,033) 151 (2,342)
Income tax (benefit) expense, net of valuation allowance (10) 203 (10) 494
Total operating and nonoperating special charges (credits) and unrealized (gains) losses on investments, net of income taxes $ 142 $ (830) $ 141 $ (1,848)
its investments in equity securities.

2022

(Gains) losses on sale of assets and other special charges. During the three ~~and six~~ months ended ~~June 30,~~March 31, 2022, the Company recorded ~~$112~~net gains of $8 million primarily related to sale-leaseback transactions and ~~$104 million, respectively,~~the sale of ~~net charges primarily comprised of $94 million for various legal matters. See Note 7 of this report for a discussion of the legal matters.~~

~~Nonoperating unrealized (gains) losses on investments, net.~~ ~~During the three and six months ended June 30, 2022, the Company recorded losses of $40 million~~.aircraft.

Nonoperating debt extinguishment and ~~modifications~~modification fees. During the ~~six~~three months ended ~~June 30,~~March 31, 2022, the Company recorded $7 million of charges primarily related to the early redemption of $400 million of its outstanding principal amount of the 4.25% senior notes due 2022.

~~2021~~

~~CARES Act grant.~~ During the six months ended June 30, 2021, the Company received approximately $5.8 billion in funding pursuant to two Payroll Support Program Extension Agreements (collectively, the "PSP2 and PSP3 Agreements")under the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), which included approximately $1.7 billion aggregate principal amount of unsecured promissory notes. The Company recorded $1.1 billion and $2.9 billion as grant income in Special charges (credits) during the three and six months ended June 30, 2021, respectively. The Company also recorded $52 million and $99 million for warrants to purchase shares of UAL common stock issued to the U.S. Treasury Department as part of the PSP2 and PSP3 Agreements, within stockholders' equity, as an offset to the grant income in the three and six months ended June 30, 2021, respectively.

~~Severance and benefit costs~~. During the three and six months ended June 30, 2021, the Company recorded charges of $11 million and $428 million, respectively, related to pay continuation and benefits-related costs provided to employees who chose to voluntarily separate from the Company. The Company offered, based on employee group, age and completed years of service, pay continuation, health care coverage, and travel benefits. Approximately 4,500 employees elected to voluntarily separate from the Company.

~~Impairment of assets~~. During the three and six months ended June 30, 2021, the Company recorded $59 million of impairments primarily related to 64 Embraer EMB 145LR aircraft and related engines that United retired from its regional aircraft fleet. The decision to retire these aircraft was triggered by the United Next aircraft order.


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~~(Gains) losses on sale of assets and other special charges.~~ During the three and six months ended June 30, 2021, the Company recorded charges of $61 million and $77 million, respectively, primarily related to incentives for certain of its front-line employees to receive a COVID-19 vaccination and the termination of the lease associated with three floors of its headquarters at the Willis Tower in Chicago in the first quarter of 2021.

~~Nonoperating unrealized (gains) losses on investments, net. During the three and six months ended June 30, 2021, the Company recorded $147 million and $125 million of gains, respectively~~.

~~Nonoperating debt extinguishment and modification fees.~~ During the three and six months ended June 30, 2021, the Company recorded $62 million of charges for fees and discounts related to the issuance of a new term loan and revolving credit facility and the prepayment of a CARES Act loan and a 2017 term loan and revolving credit facility.

~~Nonoperating special termination benefits.~~ During the six months ended June 30, 2021, as part of the first quarter 2021 voluntary leave programs, the Company recorded $46 million of special termination benefits in the form of additional subsidies for retiree medical costs for certain U.S.-based front-line employees. The subsidies were in the form of a one-time contribution into a notional Retiree Health Account of $125,000 for full-time employees and $75,000 for part-time employees.


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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This Management's Discussion and Analysis of Financial Condition and Results of Operations is provided as a supplement to and should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q to enhance the understanding of our results of operations, financial condition and cash flows.

EXECUTIVE SUMMARY

Overview

This Quarterly Report on Form 10-Q is a combined report of UAL and United, including their respective consolidated financial statements. As UAL consolidates United for financial statement purposes, disclosures that relate to activities of United also apply to UAL, unless otherwise noted. United's operating revenues and operating expenses comprise nearly 100% of UAL's revenues and operating expenses. In addition, United comprises approximately the entire balance of UAL's assets, liabilities and operating cash flows. When appropriate, UAL and United are named specifically for their individual contractual obligations and related disclosures, and any significant differences between the operations and results of UAL and United are separately disclosed and explained. We sometimes use the words "we," "our," "us," and the "Company" in this report for disclosures that relate to all of UAL and United.

Our shared purpose is "Connecting People. Uniting the World." We have the most comprehensive route network among North American carriers, including U.S. mainland hubs in Chicago, Denver, Houston, Los Angeles, New York/Newark, San Francisco and Washington, D.C. The Company transports people and cargo through its mainline operations, which utilize jet aircraft with at least 126 seats, and regional operations, which utilize smaller aircraft that are operated under contract by United Express carriers. The Company serves virtually every major market around the world, either directly or through participation in Star Alliance®, the world's largest airline alliance.

Given the more significant impact of the COVID-19 pandemic on our business and operating results in 2020 and 2021, we believe that a comparison of our second quarter 2022 results to second quarter of 2019 results for certain key metrics in this financial overview discussion is more reflective of the impact of the pandemic.

Our current expectations described below are forward-looking statements and our actual results and timing may vary materially based on various factors that include, but are not limited to, those discussed below under "Economic and Market Factors" and "Forward-Looking Information" and in Part I, Item 1A. Risk Factors, in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021~~2022 (the ~~"2021~~"2022 Form 10-K"). The Company discusses certain non-GAAP forward-looking projections and is unable to predict certain items contained in the corresponding GAAP measures without unreasonable efforts; refer to "Supplemental Information" below for further details. The results presented in this report are not necessarily indicative of future operating results.

Economic and Market Factors

The airline industry is highly competitive, marked by significant competition with respect to routes, fares, schedules (both timing and frequency), services, products, customer service and frequent flyer programs. We, like other companies in our industry, have been subject to these and other industry-specific competitive dynamics. In addition, our operations, supply chain, partners and suppliers have been subject to various global macroeconomic factors. We expect to continue to remain vulnerable to a number of industry-specific and global macroeconomic factors that may cause our actual results of operations to differ from our historical results of operations or current expectations. The factors and trends that we currently believe are or will be most impactful to our results of operations and financial condition include the following: the ~~adverse impacts of the ongoing COVID-19 global pandemic; the~~ execution risks associated with our United Next plan; the impact on the Company of significant operational challenges by third parties on which we rely; rising inflationary pressures; ~~potential~~ labor market and supply chain ~~shortages~~constraints and related costs affecting us and our partners; volatile fuel ~~prices~~;prices; aircraft delivery delays; the lasting effects of the COVID-19 global pandemic and related governmental regulations and restrictions, which we believe will change how our customers fly in ways that we expect to be both positive and negative for the Company, including the lingering impact of the pandemic on the return of business and international travel demand—especially in our China market—to pre-COVID-19 levels; the closure of our flying airspace and termination of other operations due to regional conflicts, including the continuation of the suspension of our overflying in ~~Russia~~Russian airspace as well as third-party general sales agent services in Russia as a result of the Russia-Ukraine military conflict ~~and/or~~and an escalation of the broader economic consequences of the conflict beyond their current scope; and changes in general economic conditions in the markets in which the Company operates, including an economic downturn leading to a decrease in demand for air travel or fluctuations in foreign currency exchange rates that may impact international travel demand. We continue to monitor the potential favorable or unfavorable impacts of these and other factors on our business, operations, financial condition and future results of operations, which are dependent on future developments, including as a result of those factors discussed in Item 1A. Risk Factors, of the 2022 Form 10-K. Our future results of operations may be subject to volatility and our growth plans may be


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delayed, particularly in the short term, due to the impact of the above factors and trends. Absent significant and prolonged COVID-19 relapses or global economic disruptions, we believe that the expected long-term increase in travel demand will offset increased costs and that the expected operational challenges can be managed in a manner that will allow us to support increased demand.

RESULTS OF OPERATIONS

The following discussion provides an analysis of our results of operations and reasons for material changes therein for the three months ended March 31, 2023, as compared to the corresponding period in 2022.

First Quarter 2023 Compared to First Quarter 2022

The Company recorded a net loss of $194 million for the first quarter of 2023 as compared to a net loss of $1.4 billion for the first quarter of 2022. Significant components of the Company's operating results for the three months ended March 31 are as follows (in millions, except percentage changes):


	2023		2022		Increase (Decrease)		% Change
Operating revenue	$	11,429	$	7,566	$	3,863	51.1
Operating expense	11,472		8,942		2,530		28.3
Operating loss	(43)		(1,376)		(1,333)		(96.9)
Nonoperating expense, net	(213)		(376)		(163)		(43.4)
Income tax benefit	(62)		(375)		(313)		(83.5)
Net loss	$	(194)	$	(1,377)	$	(1,183)	(85.9)

Certain consolidated statistical information for the Company's operations for the three months ended March 31 is as follows:


	2023			2022			Increase (Decrease)		% Change
Passengers (thousands) (a)	36,822			29,333			7,489		25.5
Revenue passenger miles ("RPMs" or "traffic") (millions) (b)	52,532			38,644			13,888		35.9
Available seat miles ("ASMs" or "capacity") (millions) (c)	65,720			53,264			12,456		23.4
Passenger load factor (d)	79.9		%	72.6		%	7.3 pts.		N/A
Passenger revenue per available seat mile ("PRASM") (cents)	15.63			11.92			3.71		31.1
Total revenue per ASM ("TRASM") (cents)	17.39			14.20			3.19		22.5
Average yield per revenue passenger mile ("Yield") (cents) (e)	19.56			16.43			3.13		19.1
Cargo revenue ton miles ("CTM") (millions) (f)	731			791			(60)		(7.6)
Cost per ASM ("CASM") (cents)	17.46			16.79			0.67		4.0
CASM-ex (Non-GAAP) (cents) (g)	12.54			12.55			(0.01)		(0.1)
Average price per gallon of fuel, including fuel taxes	$	3.33		$	2.88		$	0.45	15.6
Fuel gallons consumed (millions)	952			775			177		22.8
Employee headcount, as of March 31	96,300			87,400			8,900		10.2
(a) The number of revenue passengers measured by each flight segment flown.
(b) The number of scheduled miles flown by revenue passengers.
(c) The number of seats available for passengers multiplied by the number of scheduled miles those seats are flown.
(d) Revenue passenger miles divided by available seat miles.
(e) The average passenger revenue received for each revenue passenger mile flown.
(f) The number of cargo revenue tons transported multiplied by the number of miles flown.
(g) CASM excluding fuel, profit sharing, third-party business expense and special charges (credits). See "Supplemental Information" below for a reconciliation to CASM, the most directly comparable GAAP measure.


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~~financial condition~~Operating Revenue. The table below shows year-over-year comparisons by type of operating revenue for the three months ended March 31 (in millions, except for percentage changes):


	2023		2022		Increase (Decrease)		% Change
Passenger revenue	$	10,274	$	6,348	$	3,926	61.8
Cargo	398		627		(229)		(36.5)
Other operating revenue	757		591		166		28.1
Total operating revenue	$	11,429	$	7,566	$	3,863	51.1

The table below presents selected first quarter passenger revenue and ~~future results~~operating data, broken out by geographic region, expressed as year-over-year changes:


	Increase (decrease) from 2022:
	Domestic			Atlantic			Pacific			Latin			Total
Passenger revenue (in millions)	$	1,975		$	803		$	735		$	413		$	3,926
Passenger revenue	43.8		%	99.0		%	323.8		%	51.6		%	61.8		%
Average fare per passenger	16.9		%	18.2		%	17.3		%	39.4		%	28.9		%
Yield	18.9		%	23.6		%	(6.1)		%	39.2		%	19.1		%
PRASM	24.2		%	35.4		%	109.8		%	63.3		%	31.1		%
Passengers	23.0		%	68.3		%	261.2		%	8.8		%	25.5		%
RPMs	20.9		%	61.0		%	351.5		%	9.0		%	35.9		%
ASMs	15.8		%	47.0		%	101.8		%	(7.1)		%	23.4		%
Passenger load factor (points)	3.4			6.4			43.3			12.9			7.3

Passenger revenue increased $3.9 billion, or 61.8%, in the first quarter of ~~operations, which are dependent on future developments, including~~2023 as compared to the year-ago period, primarily due to an increase in capacity of 23.4% as well as strength in both yield and passenger load factor.

Cargo revenue decreased $229 million, or 36.5%, in the first quarter of 2023 as compared to the year-ago period, primarily due to lower yields and lower tonnage as a result of ~~those factors discussed in Item 1A. Risk Factors~~increased market capacity and rate pressures.

Other operating revenue increased $166 million, or 28.1%, in the ~~2021 Form 10-K. Our future results~~first quarter of ~~operations may be subject~~2023 as compared to ~~volatility~~the year-ago period, primarily due to an increase in mileage revenue from non-airline partners, including credit card spending and ~~our growth plans may be delayed, particularly~~new credit card member acquisitions with the co-branded credit card partner, JPMorgan Chase Bank, N.A., as well as an increase in the ~~short term, due to the impact~~purchases of ~~the above factors~~United Club memberships and trends. For instance, we have delayed a portion of our previously planned capacity increases for full year 2022 and 2023 in response to several factors and trends noted above and may need to implement further modifications. However, we believe that the long-term outlook for the Company remains positive due to the expected continued return of travel demand. We believe that this expected long-term increase in demand will offset increased costs and that the expected operational challenges can be managed in a manner that will allow us to support increased demand.one-time lounge passes.

~~Impact of the COVID-19 Pandemic.~~Operating Expenses. The COVID-19 pandemic, together with the measures implemented or recommended by governmental authorities and private organizations in response to the pandemic, has had an adverse impact that has been materialtable below includes data related to the Company's ~~business,~~ operating ~~results, financial condition and liquidity. The Company has seen increasing demand~~expenses for ~~travel both domestically and in countries where entry is permitted; however, as~~ the situation surrounding the COVID-19 pandemic remains fluid, with intermittent periods of decelerated demand that have coincided with surges in the number of COVID-19 cases, it remains difficult to reasonably assess or predict the full extent of the ongoing impact of the COVID-19 pandemic on the Company's longer-term operational and financial performance, which will depend on a number of future developments, many of which are outside the Company's control, such as the ultimate duration of and factors impacting the long-term recovery from the pandemic (including the efficacy and speed of vaccination programs in curbing the spread of the virus in different markets, the efficacy and availability of various treatment options, the introduction and spread of new variants of the virus that may be resistant to currently approved vaccines or treatment options, and the continuation of existing or implementation of new government travel restrictions and testing requirements), customer behavior changes and fluctuations in demandthree months ended March 31 (in millions, except for air travel, among others. The COVID-19 pandemic and the measures taken in response may continue to impact many aspects of our business, operating results, financial condition and liquidity in a number of ways, including labor shortages (including reductions in available skilled labor and related impacts to the Company's flight schedules and reputation), facility closurespercentage changes):


	2023		2022		Increase (Decrease)		% Change
Salaries and related costs	$	3,322	$	2,787	$	535	19.2
Aircraft fuel	3,174		2,230		944		42.3
Landing fees and other rent	717		612		105		17.2
Aircraft maintenance materials and outside repairs	702		407		295		72.5
Depreciation and amortization	655		611		44		7.2
Regional capacity purchase	615		565		50		8.8
Distribution expenses	403		226		177		78.3
Aircraft rent	56		61		(5)		(8.2)
Special charges (credits)	14		(8)		22		NM
Other operating expenses	1,814		1,451		363		25.0
Total operating expenses	$	11,472	$	8,942	$	2,530	28.3

Salaries and related costs ~~disruptions~~increased $535 million, or 19.2%, in the first quarter of 2023 as compared to the Company's and its business partners' operations, reduced travel demand and consumer spending, increased fuel and other operating costs, supply chain disruptions, logistics constraints, inflation, volatilityyear-ago period, primarily due to a 10.2% increase in ~~the price of our securities, our ability to access capital markets and volatility in the global economy and financial markets generally.~~

We operated at approximately 85% of our second quarter 2019 capacity during the second quarter of 2022. At the beginning of the COVID-19 pandemic, we suspended portions of our international operations, but we resumed service to several international destinations as travel restrictions were eased and demand for travel increased. The Company is taking steps to be prepared for recovery as demand for travel continues to generally increase, which include investing in innovative technology, focusing on process improvements and implementing the United Next transformative strategy.

~~We have also taken steps to strengthen our financial position during this period of market uncertainty, which has resulted in~~headcount, an increase ~~of our overall debt levels. As of June 30, 2022, unrestricted cash, cash equivalents~~in volume-driven pay from increased flight activity and short-term investments totaled $20.1 billion, an increase of approximately $14.6 billion from June 30, 2019. We had approximately $39.4 billion of debt, finance lease, operating lease and sale-leaseback obligations as of June 30, 2022 (including $4.5 billion that will become due in the next 12 months), up from approximately $20.2 billion as of June 30, 2019.

accruals for pay rate increases The Company's recovery from the COVID-19 pandemic has not followed a linear path, and due to the significant uncertainty that remains, its future operating performance, particularly in the short-term, may be subject to volatility. Risks and uncertainties related to a potential new collective bargaining agreement with employees represented by the ~~COVID-19 pandemic are further described in Part I, Item 1A. Risk Factors—~~ Air Line Pilots Association"The COVID-19 pandemic has materially and adversely impacted our business, operating results, financial condition and liquidity. The full extent of the impact will depend on future developments and how quickly we can return to more normal operations, among other things. If the impacts from the COVID-19 pandemic extend beyond our assumed timelines, our actual results may vary significantly from our expectations" ~~of the 2021 Form 10-K.~~

~~Strategic Operating Plan Execution.~~ In the second quarter of 2021, United announced its United Next plan, which we believe will have a transformational effect on the customer experience and earnings power of the business. We continued executing our United Next plan during the second quarter of 2022. We believe United Next will allow us to differentiate our network and segment our products with a greater premium offering, while also maintaining fare competitiveness with low-cost carriers.

~~Second Quarter 2022 Overview~~

~~Capacity.~~ Relative to the second quarter of 2019, the Company operated approximately 85% of its capacity for the second quarter of 2022 compared to approximately 54% of its capacity in the second quarter of 2021..


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~~Operating revenue.~~ For the second quarter of 2022, operating revenue increased by $0.7 billion, or 6.2%, versus the second quarter of 2019 and increased by $6.6 billion, or 121.4%, versus the second quarter of 2021 due to the ongoing recovery from the COVID-19 pandemic.

~~Operating expense.~~ For the second quarter of 2022, operating expense increased by $1.3 billion, or 13.1%, versus the second quarter of 2019 and by $5.5 billion, or 95.7%, versus the second quarter of 2021 mostly due to a $2.6 billion increase in fuel costs, a $1.1 billion in Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") grant in the prior year period that did not repeat and other increased operating costs from flight activity. We expect fuel costs to remain elevated or increase further throughout 2022.

~~Third Quarter 2022 Outlook~~

~~Capacity.~~ ~~The Company expects its scheduled capacity to be down approximately 11% in the third quarter of 2022 as compared to the same period in 2019.~~

~~Total operating revenue and total revenue per available seat mile ("TRASM").~~ ~~The Company expects total operating revenue to increase approximately 11% and TRASM to increase approximately 24% to 26% in the third quarter of 2022 as compared to the same period in 2019.~~

~~Adjusted cost per available seat mile ("CASM-ex").~~ The Company expects CASM-ex (a non-GAAP financial measure defined as cost or operating expense per available seat mile ("CASM") excluding fuel, profit sharing, third-party business expense and special charges (credits)) to increase approximately 16% to 17% in the third quarter of 2022 as compared to the same period in 2019.

~~Adjusted operating margin.~~ ~~The Company expects adjusted operating margin (a non-GAAP financial measure defined as operating margin excluding special charges (credits)) of approximately 10% for the third quarter of 2022.~~

~~RESULTS OF OPERATIONS~~

The following discussion provides an analysis of our results of operations and reasons for material changes therein for the three months ended June 30, 2022, as compared to the corresponding period in 2021.

~~Second Quarter 2022 Compared to Second Quarter 2021~~

The Company recorded net income of $329 million for the second quarter of 2022 as compared to a net loss of $434 million for the second quarter of 2021. The Company considers a key measure of its performance to be operating income, which was $878 million for the second quarter of 2022 as compared to an operating loss of $270 million for the second quarter of 2021. Significant components of the Company's operating results for the three months ended June 30 are as follows (in millions, except percentage changes):
2022 2021 Increase (Decrease) % Change
Operating revenue $ 12,112 $ 5,471 $ 6,641 121.4
Operating expense 11,234 5,741 5,493 95.7
Operating income (loss) 878 (270) 1,148 NM
Nonoperating expense, net (419) (294) 125 42.5
Income tax expense (benefit) 130 (130) 260 NM
Net income (loss) $ 329 $ (434) $ 763 NM


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~~Certain consolidated statistical information for the Company's operations for the three months ended June 30 is as follows:~~
2022 2021 Increase (Decrease) % Change
Passengers (thousands) (a) 37,923 23,909 14,014 58.6
Revenue passenger miles ("RPMs" or "traffic") (millions) (b) 54,302 28,514 25,788 90.4
Available seat miles ("ASMs" or "capacity") (millions) (c) 62,605 39,613 22,992 58.0
Passenger load factor (d) 86.7 % 72.0 % 14.7 pts. N/A
Passenger revenue per available seat mile ("PRASM") (cents) 17.30 11.02 6.28 57.0
TRASM (cents) 19.35 13.81 5.54 40.1
Average yield per revenue passenger mile ("Yield") (cents) (e) 19.94 15.31 4.63 30.2
Cargo revenue ton miles ("CTM") (millions) (f) 752 892 (140) (15.7)
CASM (cents) 17.94 14.49 3.45 23.8
CASM-ex (Non-GAAP) (cents) (g) 11.62 13.70 (2.08) (15.2)
Average price per gallon of fuel, including fuel taxes $ 4.18 $ 1.97 $ 2.21 112.2
Fuel gallons consumed (millions) 912 625 287 45.9
Employee headcount, as of June 30 91,200 84,400 6,800 8.1
(a) The number of revenue passengers measured by each flight segment flown.
(b) The number of scheduled miles flown by revenue passengers.
(c) The number of seats available for passengers multiplied by the number of scheduled miles those seats are flown.
(d) Revenue passenger miles divided by available seat miles.
(e) The average passenger revenue received for each revenue passenger mile flown.
(f) The number of cargo revenue tons transported multiplied by the number of miles flown.
(g) See "Supplemental Information" below for a reconciliation to CASM, the most directly comparable GAAP measure.

~~Operating Revenue.~~ ~~The table below shows year-over-year comparisons by type of operating revenue for the three months ended June 30 (in millions, except for percentage changes):~~
2022 2021 Increase (Decrease) % Change
Passenger revenue $ 10,829 $ 4,366 $ 6,463 148.0
Cargo 574 606 (32) (5.3)
Other operating revenue 709 499 210 42.1
Total operating revenue $ 12,112 $ 5,471 $ 6,641 121.4

~~The table below presents selected second quarter passenger revenue and operating data, broken out by geographic region, expressed as year-over-year changes:~~
Increase (decrease) from 2021:
Domestic Atlantic Pacific Latin Total
Passenger revenue (in millions) $ 3,866 $ 1,849 $ 296 $ 452 $ 6,463
Passenger revenue 117.6 % 572.4 % 224.2 % 72.6 % 148.0 %
Average fare per passenger 42.8 % 28.1 % (2.4) % 37.6 % 56.4 %
Yield 37.2 % 47.6 % (19.2) % 21.4 % 30.2 %
PRASM 48.0 % 166.0 % 124.8 % 48.2 % 57.0 %
Passengers 52.4 % 424.8 % 232.2 % 25.4 % 58.6 %
RPMs 58.6 % 355.5 % 301.0 % 42.2 % 90.4 %
ASMs 47.0 % 152.6 % 44.3 % 16.4 % 58.0 %
Passenger load factor (points) 6.6 37.5 42.8 15.6 14.7

Passenger revenue increased $6.5 billion, or 148.0%, in the second quarter of 2022 as compared to the year-ago period, primarily due to the ongoing recovery in air travel that was impacted by the COVID-19 pandemic and strength in the pricing environment as a result of inflationary pressures on fuel prices and other costs.


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Cargo revenue decreased $32 million, or 5.3%, in the second quarter of 2022 as compared to the year-ago period, primarily due to lower yields due to an increase in market capacity and a decrease in available cargo space due to higher passenger loads and flight cancellations.

Other operating revenue increased $210 million, or 42.1%, in the second quarter of 2022 as compared to the year-ago period, primarily due to an increase in mileage revenue from non-airline partners, including credit card spending recovery with the co-branded credit card partner, JPMorgan Chase Bank, N.A.

~~Operating Expenses.~~ ~~The table below includes data related to the Company's operating expenses for the three months ended June 30 (in millions, except for percentage changes):~~
2022 2021 Increase (Decrease) % Change
Salaries and related costs $ 2,836 $ 2,276 $ 560 24.6
Aircraft fuel 3,811 1,232 2,579 209.3
Landing fees and other rent 668 564 104 18.4
Depreciation and amortization 611 620 (9) (1.5)
Regional capacity purchase 567 547 20 3.7
Aircraft maintenance materials and outside repairs 527 302 225 74.5
Distribution expenses 393 139 254 182.7
Aircraft rent 67 52 15 28.8
Special charges (credits) 112 (948) 1,060 NM
Other operating expenses 1,642 957 685 71.6
Total operating expenses $ 11,234 $ 5,741 $ 5,493 95.7

Salaries and related costs increased $560 million, or 24.6%, in the second quarter of 2022 as compared to the year-ago period primarily due to an increase in headcount, higher flight activity in the second quarter of 2022 and $108 million of Employee Retention Credits under the CARES Act in the second quarter 2021 that did not occur in the current period, among other factors.

Aircraft fuel expense increased by ~~$2.6 billion,~~$944 million, or ~~209.3%~~42.3%, in the ~~second~~first quarter of ~~2022~~2023 as compared to the year-ago period, due to both a higher average price per gallon of fuel and increased consumption from higher flight activity. ~~We expect elevated fuel prices to continue or increase further throughout 2022.~~

The table below presents the significant changes in aircraft fuel cost per gallon in the three months ended ~~June 30, 2022~~March 31, 2023 as compared to the year-ago ~~period:~~period (in millions, except percentage change and per gallon data):


		(In millions)						Average price per gallon
		2022		2021		% Change		2022		2021		% Change			2023		2022		Increase (Decrease)		% Change
Fuel expense	Fuel expense	$	3,811	$	1,232	209.3	%	$	4.18	$	1.97	112.2	%	Fuel expense	$	3,174	$	2,230	$	944	42.3	%
Fuel consumption (gallons)	Fuel consumption (gallons)	912		625		45.9	%							Fuel consumption (gallons)	952		775		177		22.8	%
Average price per gallon														Average price per gallon	$	3.33	$	2.88	$	0.45	15.6	%

Landing fees and other rent increased ~~$104~~$105 million, or ~~18.4%~~17.2%, in the ~~second~~first quarter of ~~2022~~2023 as compared to the year-ago period, primarily due to ~~increases in~~increased flying driving higher landed weight volume ~~as a result~~and higher number of ~~increased flight activity.~~enplaned passengers.

Aircraft maintenance materials and outside repairs increased ~~$225~~$295 million, or ~~74.5%~~72.5%, in the ~~second~~first quarter of ~~2022~~2023 as compared to the year-ago period, primarily due to ~~higher~~increased flight activity and increased volumes of ~~flying and increased~~both engine overhauls and airframe ~~checks, and landing gear inductions.~~heavy maintenance checks.

Depreciation expense increased $44 million, or 7.2%, in the first quarter of 2023 as compared to the year-ago period, primarily due to new aircraft inducted into service.

Regional capacity purchase increased $50 million, or 8.8%, in the first quarter of 2023 as compared to the year-ago period despite an 18.3% regional capacity reduction primarily due to rate increases under various capacity purchase agreements with regional carriers.

Distribution expenses increased ~~$254~~$177 million, or ~~182.7%~~78.3%, in the ~~second~~first quarter of ~~2022~~2023 as compared to the year-ago period, primarily due to higher credit card fees, agency commissions and ~~higher volumes of~~ global distribution fees ~~as a result of~~driven by the overall increase in passenger revenue.


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Distribution expenses were also impacted by a higher proportion of business travel as compared to leisure travel, which can result in higher cost distribution channels and forms of payment.

Details of the Company's special charges (credits) include the following for the three months ended ~~June 30~~March 31 (in millions):
2022 2021
CARES Act grant $ — $ (1,079)
Severance and benefit costs — 11
Impairment of assets — 59
(Gains) losses on sale of assets and other special charges 112 61
Special charges (credits) $ 112 $ (948)


	2023		2022


(Gains) losses on sale of assets and other special charges	$	14	$	(8)
Special charges (credits)	$	14	$	(8)

See Note 9 to the financial statements included in Part I, Item 1 of this report for additional information on the Company's special charges (credits).

Other operating expenses increased ~~$685~~$363 million, or ~~71.6%~~25.0%, in the ~~second~~first quarter of ~~2022~~2023 as compared to the year ago period, primarily due to increases in ground handling, passenger services, food and beverage offerings, navigation fees and personnel-related costs as a direct result of the increase in flight activity and inflationary pressures and higher expenditures on information technology projects and services.

Nonoperating Income (Expense). The table below shows year-over-year comparisons of the Company's nonoperating income (expense) for the three months ended ~~June 30~~March 31 (in millions, except for percentage changes):


		2022		2021		Increase (Decrease)		% Change		2023		2022		Increase (Decrease)		% Change
Interest expense	Interest expense	$	(420)	$	(426)	$	(6)	(1.4)	Interest expense	$	(486)	$	(424)	$	62	14.6
Interest income									Interest income	170		5		165		NM
Interest capitalized	Interest capitalized	22		22		—		—	Interest capitalized	38		24		14		58.3
Interest income		33		12		21		175.0
Unrealized gains (losses) on investments, net		(40)		147		(187)		NM
Unrealized gains on investments, net									Unrealized gains on investments, net	24		—		24		NM
Miscellaneous, net	Miscellaneous, net	(14)		(49)		(35)		(71.4)	Miscellaneous, net	41		19		22		115.8
Total	Total	$	(419)	$	(294)	$	125	42.5	Total	$	(213)	$	(376)	$	(163)	(43.4)

Interest expense increased $62 million, or 14.6%, in the first quarter of 2023 as compared to the year-ago period, primarily due to higher interest rates on variable rate debt.


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Interest income increased $165 million in the first quarter of 2023 as compared to the year-ago period, primarily due to higher short-term investments in U.S. government and agency notes as well as higher interest rates.

Unrealized ~~losses~~gains on investments, net, was ~~$40~~$24 million in the ~~second~~first quarter of ~~2022 as compared to $147 million in unrealized gains in the year-ago period,~~2023, primarily due to the change in the market value of the Company's investments in equity securities. See Note 6 to the financial statements included in Part I, Item 1 of this report for information related to these equity investments.

Miscellaneous, net decreased $35 million in the second quarter of 2022 as compared to the year-ago period, primarily due to debt extinguishment and modification fees recorded in 2021 partially offset by higher foreign exchange losses recorded in 2022. See Note 9 to the financial statements included in Part I, Item 1 of this report for additional information related to debt extinguishment and modification fees.

Income Taxes.~~See Note 4 to the financial statements included in Part I, Item 1 of this report for information related to income taxes.~~

~~First Six Months 2022 Compared to First Six Months 2021~~

The Company recorded a net loss of $1.0 billion in the first six months of 2022 as compared to a net loss of $1.8 billion in the first six months of 2021. The Company considers a key measure of its performance to be operating income (loss), which was a $498 million loss for the first six months of 2022, as compared to a $1.7 billion loss for the first six months of 2021, an approximately $1.2 billion decrease year-over-year, primarily as a result of increased demand for air travel. Significant components of the Company's operating results for the six months ended June 30 are as follows (in millions, except percentage changes):
2022 2021 Increase (Decrease) % Change
Operating revenue $ 19,678 $ 8,692 $ 10,986 126.4
Operating expense 20,176 10,343 9,833 95.1
Operating loss (498) (1,651) (1,153) (69.8)
Nonoperating expense, net (795) (664) 131 19.7
Income tax benefit (245) (524) (279) (53.2)
Net loss $ (1,048) $ (1,791) $ (743) (41.5)


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~~Certain consolidated statistical information for the Company's operations for the six months ended June 30 is as follows:~~
2022 2021 Increase (Decrease) % Change
Passengers (thousands) 67,256 38,583 28,673 74.3
RPMs (millions) 92,946 45,762 47,184 103.1
ASMs (millions) 115,869 69,983 45,886 65.6
Passenger load factor 80.2 % 65.4 % 14.8 pts. N/A
PRASM (cents) 14.82 9.55 5.27 55.2
TRASM (cents) 16.98 12.42 4.56 36.7
Yield (cents) 18.48 14.60 3.88 26.6
CTM (millions) 1,543 1,657 (114) (6.9)
CASM (cents) 17.41 14.78 2.63 17.8
CASM-ex (Non-GAAP) (cents) (a) 12.05 15.05 (3.00) (19.9)
Average price per gallon of fuel, including fuel taxes $ 3.58 $ 1.87 $ 1.71 91.4
Fuel gallons consumed (millions) 1,687 1,115 572 51.3
Employee headcount, as of June 30 91,200 84,400 6,800 8.1
(a) See "Supplemental Information" below for a reconciliation to CASM, the most directly comparable GAAP measure.

~~Operating Revenue.~~ ~~The table below shows year-over-year comparisons by type of operating revenue for the six months ended June 30 (in millions, except for percentage changes):~~
2022 2021 Increase (Decrease) % Change
Passenger revenue $ 17,177 $ 6,682 $ 10,495 157.1
Cargo 1,201 1,103 98 8.9
Other operating revenue 1,300 907 393 43.3
Total operating revenue $ 19,678 $ 8,692 $ 10,986 126.4

The table below presents selected passenger revenue and operating data, broken out by geographic region, expressed as year-over-year changes for the six months ended June 30, 2022 compared to the six months ended June 30, 2021:
Increase (decrease) from 2021:
Domestic Atlantic Pacific Latin Consolidated
Passenger revenue (in millions) $ 6,664 $ 2,454 $ 434 $ 943 $ 10,495
Passenger revenue 133.3 % 463.9 % 196.4 % 101.2 % 157.1 %
Average fare per passenger 38.6 % 23.5 % (7.2) % 30.3 % 47.5 %
Yield 31.2 % 45.5 % (20.3) % 17.3 % 26.6 %
PRASM 46.1 % 142.8 % 86.5 % 54.0 % 55.2 %
Passengers 68.3 % 356.4 % 219.4 % 54.4 % 74.3 %
RPMs 77.7 % 287.3 % 271.8 % 71.4 % 103.1 %
ASMs 59.6 % 132.2 % 58.7 % 30.6 % 65.6 %
Passenger load factor (points) 8.6 31.3 29.2 19.1 14.8

Passenger revenue increased $10.5 billion, or 157.1%, in the first six months of 2022 as compared to the year-ago period, primarily due to the ongoing recovery in air travel which was impacted by the COVID-19 pandemic and strength in the pricing environment as a result of inflationary pressures on fuel prices and other costs.

Cargo revenue increased $98 million, or 8.9%, in the first six months of 2022 as compared to the year-ago period, primarily due to higher yields on freight revenue from strong global demand in the first quarter of 2022.

Other operating revenue increased $393 million, or 43.3%, in the first six months of 2022 as compared to the year-ago period, primarily due to an increase in mileage revenue from non-airline partners, including credit card spending recovery with our co-branded credit card partner, JPMorgan Chase Bank, N.A.


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~~Operating Expenses.~~ ~~The table below includes data related to the Company's operating expenses for the six months ended June 30 (in millions, except for percentage changes):~~
2022 2021 Increase (Decrease) % Change
Salaries and related costs $ 5,623 $ 4,500 $ 1,123 25.0
Aircraft fuel 6,041 2,083 3,958 190.0
Landing fees and other rent 1,280 1,083 197 18.2
Depreciation and amortization 1,222 1,243 (21) (1.7)
Regional capacity purchase 1,132 1,026 106 10.3
Aircraft maintenance materials and outside repairs 934 571 363 63.6
Distribution expenses 619 224 395 176.3
Aircraft rent 128 107 21 19.6
Special charges (credits) 104 (2,325) 2,429 NM
Other operating expenses 3,093 1,831 1,262 68.9
Total operating expenses $ 20,176 $ 10,343 $ 9,833 95.1

Salaries and related costs increased $1.1 billion, or 25.0%, in the first six months of 2022 as compared to the year-ago period, primarily due to increased headcount, volume-driven pay from increased flight activity and $348 million of Employee Retention Credits under the CARES Act in the first six months of 2021 that did not occur in the current period, among other factors.

Aircraft fuel expense increased $4.0 billion, or 190.0%, in the first six months of 2022 as compared to the year-ago period, primarily due to both a higher average price per gallon of fuel and increased consumption from higher flight activity. We expect elevated fuel prices to continue throughout 2022.

~~The table below presents the significant changes in aircraft fuel cost per gallon in the six months ended June 30, 2022, as compared to the year-ago period:~~
(In millions) Average price per gallon
2022 2021 % Change 2022 2021 % Change
Fuel expense $ 6,041 $ 2,083 190.0 % $ 3.58 $ 1.87 91.4 %
Fuel consumption (gallons) 1,687 1,115 51.3 %

~~Landing fees and other rent increased $197 million, or 18.2%, in the first six months of 2022 as compared to the year-ago period, primarily due to an increase in capacity-based rent and landing fees.~~

Aircraft maintenance materials and outside repairs increased $363 million, or 63.6%, in the first six months of 2022 as compared to the year-ago period, primarily due to higher volumes of flying that resulted in increased engine overhauls, airframe checks, and line maintenance.

Distribution expenses increased $395 million, or 176.3%, in the first six months of 2022 as compared to the year-ago period, primarily due to higher credit card fees and commissions and higher volume of global distribution fees as a result of the overall increase in passenger revenue. Distribution expenses were also impacted by the mix of leisure travel and business travel, which requires the use of different distribution channels and forms of payment.

~~Details of the Company's special charges (credits) include the following for the six months ended June 30 (in millions):~~
2022 2021
CARES Act grant $ — $ (2,889)
Severance and benefit costs — 428
Impairment of assets — 59
(Gains) losses on sale of assets and other special charges 104 77
Special charges (credits) $ 104 $ (2,325)

~~See Note 9 to the financial statements included in Part I, Item 1 of this report for additional informationon the Company's special charges (credits).~~


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Other operating expenses increased $1.3 billion, or 68.9%, in the first six months of 2022 as compared to the year-ago period, primarily due to increases in ground handling, passenger services, food and beverage offerings, navigation fees and personnel-related costs as a direct result of the increase in flight activity and higher expenditures on information technology services.

~~Nonoperating Income (Expense).~~The following table illustrates the year-over-year dollar and percentage changes in the Company's nonoperating income (expense) for the six months ended June 30 (in millions, except for percentage changes):
2022 2021 Increase (Decrease) % Change
Interest expense $ (844) $ (779) $ 65 8.3
Interest capitalized 46 39 7 17.9
Interest income 38 19 19 100.0
Unrealized gains (losses) on investments, net (40) 125 (165) NM
Miscellaneous, net 5 (68) (73) NM
Total $ (795) $ (664) $ 131 19.7

Interest expense increased $65 million, or 8.3%, in the first six months of 2022 as compared to the year-ago period, primarily due to higher outstanding long-term debt balances than the year-ago period.

Unrealized losses on investments, net, was $40 million in the first six months of 2022 as compared to $125 million in unrealized gains in the year-ago period, primarily due to the change in the market value of the Company's investments in equity securities. See Note 6 to the financial statements included in Part I, Item 1 of this report for information related to these equity investments.

Miscellaneous, net decreased $73 million in the first six months of 2022 as compared to the year-ago period, primarily due to special termination benefits related to voluntary separation programs and debt extinguishment and modification fees recorded in the first six months of 2021 partially offset by higher foreign exchange losses recorded in 2022. See Notes 5 and 9 to the financial statements included in Part I, Item 1 of this report for additional information.

~~Income Taxes.~~ See Note 4 to the financial statements included in Part I, Item 1 of this report for information related to income taxes.

LIQUIDITY AND CAPITAL RESOURCES

Current Liquidity

As of ~~June 30, 2022,~~March 31, 2023, the Company had ~~$20.1~~$17.2 billion in unrestricted cash, cash equivalents and short-term investments, as compared to ~~$18.4~~$16.4 billion at December 31, ~~2021.~~2022. We believe that our existing cash, cash equivalents and short-term investments, together with cash generated from operations, will be sufficient to satisfy our anticipated liquidity needs for the next twelve months, and we expect to meet our long-term liquidity needs with our anticipated access to the capital markets and projected cash from operations. We regularly assess our anticipated working capital needs, debt and leverage levels, debt maturities, capital expenditure requirements (including in connection with our capital commitments for our firm order aircraft) and future investments or acquisitions in order to maximize shareholder return, efficiently finance our ongoing operations and maintain flexibility for future strategic transactions. We also regularly evaluate our liquidity and capital structure to ensure financial risks, liquidity access and cost of capital are each managed efficiently. While we have been able to access the capital markets to meet our significant long-term debt and finance lease obligations and future commitments for capital expenditures, including the acquisition of aircraft and related spare engines, we must return to sustained profitability in order to service our debt and maintain appropriate liquidity levels for our long-term operating needs.

The Company has a $1.75 billion revolving credit facility (the "Revolving Credit Facility") expiring April 21, 2025 (subject to customary extension rights). The Revolving Credit Facility is secured by certain route authorities and airport slots and gates. No borrowings were outstanding under the ~~facility~~Revolving Credit Facility at ~~June 30, 2022.~~March 31, 2023.

We have a significant amount of fixed obligations, including debt, leases of aircraft, airport and other facilities, and pension funding obligations. As of ~~June 30, 2022,~~March 31, 2023, the Company had approximately ~~$39.4~~$37.2 billion of debt, finance lease, operating lease and ~~sale-leaseback obligations,~~other financial liabilities, including ~~$4.5~~$3.9 billion that will become due in the next 12 months. In addition, we have substantial noncancelable commitments for capital expenditures, including the acquisition of certain new aircraft and related spare engines. Our debt agreements contain customary terms and conditions as well as various affirmative, negative and financial covenants that, among other things, restrict the ability of the Company and its subsidiaries to incur additional indebtedness and pay dividends or repurchase stock. As of ~~June 30, 2022,~~March 31, 2023, UAL and United were in compliance with their respective debt covenants. As of ~~June 30, 2022,~~March 31, 2023, a substantial portion of the Company's assets, principally aircraft and certain


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related assets, its loyalty program, certain route authorities and airport slots and gates, was pledged under various loan and other agreements. See Note 8 to the financial statements included in Part I, Item 1 of this report for additional information on aircraft financing and other debt instruments.

For 2022, the Company expects approximately $5.2 billion of adjusted capital expenditures (a non-GAAP financial measure defined as GAAP capital expenditures including expenditures for assets acquired through the issuance of debt, finance leases and other financial liabilities). TheThe Company has backstop financing commitments available from certain of its aircraft manufacturers for a limited number of its future aircraft deliveries, subject to certain customary conditions. See ~~"Supplemental Information" for additional information on non-GAAP financial measures and~~ Note 7 to the financial statements included in Part I, Item I of this report for additional information on commitments.

As of ~~June 30, 2022,~~March 31, 2023, United had firm commitments and options to purchase aircraft from The Boeing Company ("Boeing") and Airbus S.A.S. ("Airbus") as presented in the table below:


		Scheduled Aircraft Deliveries
Aircraft Type	Number of Firm Commitments (a)	Last Nine Months of 2023	2024	After 2024
787	100	—	8	92
737 MAX	412	114	88	210
A321neo	70	12	31	27
A321XLR	50	—	—	50
A350	45	—	—	45
(a) United also has options and purchase rights for additional aircraft.

The aircraft listed in the table above are scheduled for delivery through ~~2030~~.2033. The amount and timing of the Company's future capital commitments could change to the extent that: (i) the Company and the aircraft manufacturers, with whom the Company has existing orders for new aircraft, agree to modify the contracts governing those orders; (ii) rights are exercised pursuant to


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the relevant agreements to modify the timing of deliveries; or (iii) the aircraft manufacturers are unable to deliver in accordance with the terms of those orders.~~Furthermore, Boeing~~ Airbus notified United that ~~seven Boeing 737 MAX aircraft and~~ ~~three~~ ~~Boeing 787~~ eight Airbus A321neo aircraft scheduled for delivery in ~~2022,~~2023, as shown in the table above, are now expected to deliver in 2024 and ten Airbus A321neo aircraft scheduled for delivery in 2024, as shown in the table above, are now expected to deliver in 2025. Boeing notified United that 37 Boeing 737 MAX aircraft scheduled for delivery in 2023, as shown in the table above, are now expected to deliver in 2024. Also, United estimates that an additional eleven Boeing 737 MAX aircraft scheduled for delivery in 2023, as shown in the table above, will deliver in 2024 and 30 Boeing 737 MAX aircraft scheduled for delivery in 2024, as shown in table above, will deliver in 2025. Furthermore, Boeing recently notified United that due to a manufacturing process issue relating to certain Boeing 737 MAX fuselages, six Boeing 737 MAX 8 aircraft scheduled for delivery in the second quarter of 2023, as shown in the table above, will be delayed. Boeing may inform United that additional Boeing 737 MAX 8 aircraft scheduled for delivery in the third quarter of 2023 may be delayed and/or that certain Boeing 737 MAX aircraft currently expected to be delivered in 2023 may deliver in 2024. However, at this time, we do not expect these delays to be extensive or to have a significant impact on our capacity plan for 2023.

The table below summarizes ~~the Company's~~United's commitments as of ~~June 30, 2022,~~March 31, 2023, which include aircraft and related spare engines, aircraft improvements and non-aircraft capital commitments. Aircraft commitments ~~(in billions):~~are based on contractual scheduled aircraft deliveries without any adjustments for the delays communicated by Boeing and Airbus or estimated by United.


Last six months of 2022		$	4.8
2023		7.8
(in billions)				(in billions)
Last nine months of 2023				Last nine months of 2023	$	8.3
2024	2024	5.4		2024	8.1
2025	2025	4.4		2025	8.3
2026	2026	3.4		2026	5.9
After 2026		8.8
2027				2027	4.7
After 2027				After 2027	16.8
		$	34.6		$	52.1

Sources and Uses of Cash

The following table summarizes our cash flows for the ~~six~~three months ended ~~June 30~~March 31 (in millions):


		2022		2021		Increase (Decrease)			2023		2022		Increase (Decrease)
Total cash provided by (used in):	Total cash provided by (used in):							Total cash provided by (used in):
Operating activities	Operating activities	$	4,167	$	3,122	$	1,045	Operating activities	$	3,142	$	1,476	$	1,666
Investing activities	Investing activities	(3,914)		(1,110)		2,804		Investing activities	(1,968)		(430)		1,538
Financing activities	Financing activities	(1,654)		7,554		(9,208)		Financing activities	(563)		(856)		(293)
Net increase (decrease) in cash, cash equivalents and restricted cash		$	(1,401)	$	9,566	$	(10,967)
Net increase in cash, cash equivalents and restricted cash								Net increase in cash, cash equivalents and restricted cash	$	611	$	190	$	421

Operating Activities.Cash flows provided by operations increased $1.7 billion in the first three months of 2023 as compared to the year-ago period, primarily due to higher profitability as improvements in the demand for air travel continued.

Investing Activities.Cash flows used in investing activities increased $1.5 billion in the first three months of 2023 as compared to the year-ago period, primarily due to an increase in capital expenditures, which were approximately $1.8 billion and $0.4 billion for the three months ended March 31, 2023 and 2022, respectively. Capital expenditures for the three months ended March 31, 2023 were primarily attributable to the purchase of aircraft, aircraft improvements and advance deposits for future aircraft purchases.

Financing Activities. Significant financing events in the three months ended March 31, 2023 were as follows:

Debt, Finance Lease and Other Financing Liability Principal Payments. During the three months ended March 31, 2023 and 2022, the Company made payments for debt, finance leases, and other financing liabilities of $0.8 billion.

Debt and Other Financing Liabilities Issuances. During the three months ended March 31, 2023, United received and recorded, net of fees, $488 million from aircraft financings.

See Note 8 to the financial statements included in Part I, Item 1 of this report for additional information.

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~~Operating Activities.~~Credit Ratings. ~~Cash flows provided by operations increased $1.0 billion in~~As of the ~~first six months~~filing date of ~~2022 as compared to~~this report, UAL and United had the ~~year-ago period, primarily due to an improvement in operating income (loss) as demand for air travel continued to recover.~~following corporate credit ratings:

S&P

Moody's

Fitch

UAL

BB-

Ba2

B+

United

BB-

B+

*The credit agency does not issue corporate credit ratings for subsidiary entities.

~~Investing Activities.Cash flows used in investing activities increased $2.8 billion in the first six months of 2022 as compared to the year-ago period, primarily due to the purchase of short-term and other investments.~~

~~Financing Activities.~~ ~~Significant financing events in the six months ended June 30, 2022 were as follows:~~

~~Debt, Finance Lease and Other Financing Liability Principal Payments. During the six months ended June 30, 2022,~~These credit ratings are below investment grade levels; however, the Company ~~made payments~~has been able to secure financing with investment grade credit ratings for debt, finance leases, and other financing liabilities of $1.8 billion. During the six months ended June 30, 2021, the Company made payments for debt, finance leases and other financing liabilities of $4.1 billion, primarily for repayments of $1.4 billion aggregate principal amount outstanding under a 2017 term loan facility, $1.0 billion aggregate principal amount outstanding under a 2017 revolving credit facility and $520 million aggregate principal amount outstanding under a CARES Act loan.

~~Debt Issuances.~~ ~~During the six months ended June 30, 2022, United received and recorded $220 million from aircraft financings.~~

~~During the six months ended June 30, 2021, United received and recorded:~~

•~~$1.7 billion from senior unsecured notes under the Payroll Support Program Extension Agreements of the CARES Act;~~

•~~$600 million of proceeds as debt from the~~certain enhanced equipment trust certificates ~~pass-through trusts established in February 2021;~~

•~~$5.0 billion~~(EETCs), term loans and secured bond financings. Downgrades from these rating levels, among other things, could restrict the availability, or increase the cost, of future financing for the Company as well as affect the fair market value of existing debt. A rating reflects only the view of a ~~new term loan;~~rating agency and

•~~$4.0 billion from the 4.375% senior secured notes due 2026 and 4.625% senior secured notes due 2029.~~

~~See Note 8~~ is not a recommendation to ~~the financial statements included in Part I, Item 1 of this report for additional information.~~buy, sell or hold securities. Ratings can be revised upward or downward at any time by a rating agency if such rating agency decides that circumstances warrant such a change.

Commitments, Contingencies and Liquidity Matters. As described in the ~~2021~~2022 Form 10-K, the Company's liquidity may be adversely impacted by a variety of factors, including, but not limited to, pension funding obligations, reserve requirements associated with credit card processing agreements, guarantees, commitments ~~contingencies~~ and ~~the ongoing COVID-19 pandemic.~~contingencies.

See the ~~2021~~2022 Form 10-K and Notes 5, 6, 7 8 and 98 to the financial statements contained in Part I, Item 1 of this report for additional information.

CRITICAL ACCOUNTING POLICIES

See "Critical Accounting Policies" in Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations in the ~~2021~~2022 Form 10-K.

Supplemental Information

The Company evaluates its financial performance utilizing various GAAP and non-GAAP financial measures, including ~~CASM-ex, adjusted operating margin and adjusted capital expenditures.~~CASM-ex. The Company has provided CASM-ex, ~~adjusted operating margin and adjusted capital expenditures,~~a non-GAAP financial ~~measures that are~~measure, which is not calculated or presented in accordance with GAAP, as supplemental information and in addition to the financial ~~measures~~measure that ~~are~~is calculated and presented in accordance with GAAP. Management believes that adjusting ~~CASM and operating margin~~ for special charges (credits) is useful to investors because special charges (credits) are not indicative of UAL's ongoing performance. Management also believes that excluding third-party business expenses, such as expenses associated with maintenance and ground handling for third parties from CASM, provides more meaningful disclosure because these expenses are not directly related to the Company's core business. Management also believes that excluding fuel costs from CASM is useful to investors because it provides an additional measure of management's performance excluding the effects of a significant cost item over which management has limited influence. Management also believes that excluding profit sharing from CASM allows investors to better understand and analyze the Company's operating cost performance and provides a more meaningful comparison of our core operating costs to the airline ~~industry. The Company believes that adjusting capital expenditures~~industry (due to losses, profit sharing was zero for ~~assets acquired through~~ the ~~issuance of debt, finance leases and other financial liabilities is useful to investors in order to appropriately reflect the total amounts spent on capital expenditures.~~


~~Table of Contents~~periods presented below).

Because ~~these~~this non-GAAP financial ~~measures are~~measure is not calculated in accordance with GAAP, ~~they~~it should not be considered superior to, and ~~are~~is not intended to be considered in isolation or as ~~substitutes~~a substitute for, the related GAAP financial ~~measures~~measure and may not be the same as or comparable to any similarly titled measures presented by other companies due to possible differences in ~~methods~~method and in the items being adjusted. We encourage investors to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure.

~~The Company~~Below is not providing targets for CASM or operating margin, or reconciliations for CASM-ex projections to CASM or adjusted operating margin projections to operating margin, the most directly comparable respective GAAP measures, because the Company is unable to predict certain items contained in the GAAP measures without unreasonable efforts, and it does not provide a reconciliation of ~~forward-looking measures where it believes such a reconciliation would imply a degree of precision and certainty that could be misleading. This is due to~~ the inherent difficulty of forecasting the timing or amount of various items that have not yet occurred and are out of the Company's control or cannot be reasonably predicted. For the same reasons, the Company is unable to address the probable significance of the unavailable information. Forward-looking measuresnon-GAAP financial measure provided without the most directly comparable GAAP financial measures may vary materially from the corresponding GAAP financial measures. See "Forward-Looking Information" below. Below are reconciliations of CASM-ex and adjusted operating marginin this report (CASM-ex) to the most directly comparable GAAP financial ~~measures (CASM and operating margin, respectively)~~measure (CASM) for ~~the three and six months ended June 30, 2022, June 30, 2021, and June 30, 2019,~~ the three months ended ~~September 30, 2019 and the year ended December~~March 31 ~~2019~~ (in cents):

Three Months Ended
June 30, Six Months Ended
June 30, Three Months Ended September 30, Year Ended December 31,
2022 2021 2019 2022 2021 2019 2019 2019
(in cents)
CASM (GAAP) 17.94 14.49 13.56 17.41 14.78 13.70 13.20 13.67
Special charges (credits) 0.17 (2.40) 0.10 0.09 (3.32) 0.07 0.04 0.09
Third-party business expenses 0.06 0.08 0.05 0.06 0.08 0.05 0.07 0.06
Fuel expense 6.09 3.11 3.26 5.21 2.97 3.17 3.05 3.14
Profit sharing — — 0.22 — — 0.14 0.24 0.17
CASM-ex (Non-GAAP) 11.62 13.70 9.93 12.05 15.05 10.27 9.80 10.21
(in millions, except percentages)
Operating income (loss) (GAAP) $ 878 $ (270) $ 1,472 $ (498) $ (1,651) $ 1,967 $ 1,473 $ 4,301
Special charges (credits) 112 (948) 71 104 (2,325) 89 27 246
Adjusted operating income (loss) (Non-GAAP) $ 990 $ (1,218) $ 1,543 $ (394) $ (3,976) $ 2,056 $ 1,500 $ 4,547
Operating margin 7.2 % (4.9) % 12.9 % (2.5) % (19.0) % 9.4 % 12.9 % 9.9 %
Adjusted operating margin (Non-GAAP) 8.2 % (22.3) % 13.5 % (2.0) % (45.7) % 9.8 % 13.2 % 10.5 %


	2023	2022
CASM (GAAP)	17.46	16.79
Fuel expense	4.83	4.19
Third-party business expenses	0.06	0.06
Special charges (credits)	0.03	(0.01)

CASM-ex (Non-GAAP)	12.54	12.55

~~Non-cash capital expenditures, which may be significant, are not determinable at this time. Accordingly, the Company does not provide capital expenditures guidance on a GAAP basis.~~


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FORWARD-LOOKING INFORMATION

This report contains certain "forward-looking statements," within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including in Part I,II, Item 2,7. Management's Discussion and Analysis of Financial Condition and Results of Operations and elsewhere, ~~in this report,~~ relating to, among other things, ~~the potential impacts of the COVID-19 pandemic and other macroeconomic factors and steps the Company plans to take in response thereto and~~ goals, plans and projections regarding the Company's financial position, results of operations, market position, capacity, fleet, product development, ESG targets and business strategy. Such forward-looking statements are based on historical performance and current expectations, estimates, forecasts and projections about the Company's future financial results, goals, plans ~~commitments, strategies~~ and objectives and involve inherent risks, assumptions and uncertainties, known or unknown,


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including internal or external factors that could delay, divert or change any of them, that are difficult to predict, may be beyond the Company's control and could cause the Company's future financial results, goals, plans and objectives to differ materially from those expressed in, or implied by, the statements. Words such as "should," "could," "would," "will," "may," "expects," "plans," "intends," "anticipates," "indicates," "remains," "believes," "estimates," "projects," "forecast," "guidance," "outlook," "goals," "targets," ~~"confident"~~"pledge," "confident," "optimistic," "dedicated," "positioned," and other words and terms of similar meaning and expression are intended to identify forward-looking statements, although not all forward-looking statements contain such terms. All statements, other than those that relate solely to historical facts, are forward-looking statements.

Additionally, forward-looking statements include conditional statements and statements that identify uncertainties or trends, discuss the possible future effects of known trends or uncertainties, or that indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed or assured. All forward-looking statements in this report are based upon information available to us on the date of this report. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, except as required by applicable law or regulation.

Our actual results could differ materially from these forward-looking statements due to numerous factors including, without limitation, the following: ~~the adverse impacts of the ongoing COVID-19 global pandemic on our business, operating results, financial condition and liquidity;~~ execution risks associated with our strategic operating plan; changes in our network strategy or other factors outside our control resulting in less economic aircraft orders, costs related to modification or termination of aircraft orders or entry into less favorable aircraft orders, as well as any inability to accept or integrate new aircraft into our fleet as planned; any failure to effectively manage, and receive anticipated benefits and returns from, acquisitions, divestitures, investments, joint ventures and other portfolio ~~actions;~~actions, as well as related costs or other issues, or related exposures to unknown liabilities or other issues or underperformance as compared to our expectations; the adverse impacts of the ongoing COVID-19 global pandemic on our business, operating results, financial condition and liquidity; adverse publicity, harm to our brand, reduced travel demand, potential tort liability and voluntary or mandatory operational restrictions as a result of an accident, catastrophe or incident involving us, our regional carriers, our codeshare partners or another airline; the highly competitive nature of the global airline industry and susceptibility of the industry to price discounting and changes in capacity, including as a result of alliances, joint business arrangements or other consolidations; our reliance on a limited number of suppliers to source a majority of our aircraft and certain parts, and the impact of any failure to obtain timely deliveries, additional equipment or support from any of these suppliers; disruptions to our regional network and United Express flights provided by third-party regional carriers; unfavorable economic and political conditions in the United States and ~~globally (including inflationary pressures);~~globally; reliance on third-party service providers and the impact of any significant failure of these parties to perform as expected, or interruptions in our relationships with these providers or their provision of services; extended interruptions or disruptions in service at major airports where we operate and space, facility and infrastructure ~~constrains~~constraints at our hubs or other airports; geopolitical conflict, terrorist attacks or security events; any damage to our reputation or brand image; our reliance on technology and automated systems to operate our business and the impact of any significant failure or disruption of, or failure to effectively integrate and implement, the technology or systems; increasing privacy and data security obligations or a significant data breach; increased use of social media platforms by us, our employees and others; the impacts of union disputes, employee strikes or slowdowns, and other labor-related disruptions or regulatory compliance costs on our ~~operations;~~operations or financial performance; any failure to attract, train or retain skilled personnel, including our senior management team or other key employees; the monetary and operational costs of compliance with extensive government regulation of the airline industry; current or future litigation and regulatory actions, or failure to comply with the terms of any settlement, order or arrangement relating to these actions; costs, liabilities and risks associated with environmental regulation and climate change, including our climate goals; high and/or volatile fuel prices or significant disruptions in the supply of aircraft ~~fuel (including as a result of the Russia-Ukraine military conflict);~~fuel; the impacts of our significant amount of financial leverage from fixed obligations ~~the possibility we may seek material amounts of additional financial liquidity in the short-term,~~ and the impacts of insufficient liquidity on our financial condition and business; failure to comply with financial and other covenants governing our debt, including our MileagePlus® financing agreements; the impacts of the proposed ~~phaseout~~phase out of the London interbank offer rate; limitations on our ability to use our net operating loss carryforwards and certain other tax attributes to offset future taxable income for U.S. federal income tax purposes; our failure to realize the full value of our intangible assets or our long-lived assets, causing us to record impairments; fluctuations in the price of our common stock; the impacts of seasonality and other factors associated with the airline industry; increases in insurance costs or inadequate insurance ~~coverage;~~coverage and other risks and uncertainties set forth inunder Part I, Item 1A. Risk Factors, of ~~our 2021~~the


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2022 Form 10-K, and under "Economic and Market Factors" in Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, of this report, as well as other risks and uncertainties set forth from time to time in the reports we file with the SEC.

The foregoing list sets forth many, but not all, of the factors that could impact our ability to achieve results described in any forward-looking statements. Investors should understand that it is not possible to predict or identify all such factors and should not consider this list to be a complete statement of all potential risks and uncertainties. In addition, certain forward-looking outlook provided in this report relies on assumptions about the duration and severity of the COVID-19 pandemic, the timing of the return to a more stable business environment, the volatility of aircraft fuel prices, customer behavior changes and return in demand for air travel, among other things (together, the "Recovery Process"). If the actual Recovery Process differs materially from our assumptions, the impact of the COVID-19 pandemic on our business could be worse than expected, and our actual


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~~results may be negatively impacted and may vary materially from our expectations and projections.~~ It is routine for our internal projections and expectations to change as the year or each quarter in the year progresses, and therefore it should be clearly understood that the internal projections, beliefs and assumptions upon which we base our expectations may change. For instance, we regularly monitor future demand and booking trends and adjust capacity, as needed. As such, our actual flown capacity may differ materially from currently published flight schedules or current estimations.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

There have been no material changes in market risk from the information provided in Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk, in our ~~2021~~2022 Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Control and Procedures

UAL and United each maintains controls and procedures that are designed to ensure that information required to be disclosed in the reports filed or submitted by UAL and United to the SEC is recorded, processed, summarized and reported, within the time periods specified by the SEC's rules and forms, and is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The management of UAL and United, including the Chief Executive Officer and Chief Financial Officer, performed an evaluation to conclude with reasonable assurance that UAL's and United's disclosure controls and procedures were designed and operating effectively to report the information each company is required to disclose in the reports it files with the SEC on a timely basis. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer of UAL and United have concluded that as of ~~June 30, 2022,~~March 31, 2023, disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting during the Quarter Ended ~~June 30, 2022~~March 31, 2023

During the three months ended ~~June 30, 2022,~~March 31, 2023, there were no changes in UAL's or United's internal control over financial reporting that materially affected, or are reasonably likely to materially affect, their internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934).

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See Part I, Item 3, Legal Proceedings, of the ~~2021~~2022 Form 10-K for a description of legal proceedings.

ITEM 1A. RISK FACTORS

See Part I, Item 1A, Risk Factors, of the ~~2021~~2022 Form 10-K for a detailed discussion of the risk factors affecting UAL and United.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) None

(b) None

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ITEM 6. EXHIBITS.

EXHIBIT INDEX


Exhibit No.	Registrant	Exhibit

~~^10.1~~	UAL United	~~Supplemental Agreement No. 20 to Purchase Agreement No. 03776 between The Boeing Company and United Airlines, Inc., dated June 30, 2022~~

~~^10.2~~	UAL United	~~Supplemental Agreement No. 10 to Purchase Agreement No. 04761 between The Boeing Company and United Airlines, Inc., dated June 30, 2022~~

31.1	UAL	Certification of the Principal Executive Officer of United Airlines Holdings, Inc. Pursuant to 15 U.S.C. 78m(a) or 78o(d) (Section 302 of the Sarbanes-Oxley Act of 2002)

31.2	UAL	Certification of the Principal Financial Officer of United Airlines Holdings, Inc. Pursuant to 15 U.S.C. 78m(a) or 78o(d) (Section 302 of the Sarbanes-Oxley Act of 2002)

31.3	United	Certification of the Principal Executive Officer of United Airlines, Inc. Pursuant to 15 U.S.C. 78m(a) or 78o(d) (Section 302 of the Sarbanes-Oxley Act of 2002)

31.4	United	Certification of the Principal Financial Officer of United Airlines, Inc. Pursuant to 15 U.S.C. 78m(a) or 78o(d) (Section 302 of the Sarbanes-Oxley Act of 2002)

32.1	UAL	Certification of the Chief Executive Officer and Chief Financial Officer of United Airlines Holdings, Inc. Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)

32.2	United	Certification of the Chief Executive Officer and Chief Financial Officer of United Airlines, Inc. Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)

101	UAL United	The following financial statements from the combined Quarterly Report of UAL and United on Form 10-Q for the quarter ended ~~June 30, 2022,~~March 31, 2023, formatted in Inline XBRL: (i) Statements of Consolidated Operations, (ii) Statements of Consolidated Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Condensed Statements of Consolidated Cash Flows, (v) Statements of Consolidated Stockholders' Equity and (vi) Combined Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

104	UAL United	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

~~^ Portions of the referenced exhibit have been omitted pursuant to Item 601(b) of Regulation S-K.~~

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

United Airlines Holdings, Inc.

(Registrant)

Date:

~~July 21, 2022~~April 20, 2023

By:

/s/ Gerald Laderman

Gerald Laderman
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

Date:

~~July 21, 2022~~April 20, 2023

By:

/s/ Chris Kenny

Chris Kenny
Vice President and Controller
(Principal Accounting Officer)

United Airlines, Inc.

(Registrant)

Date:

~~July 21, 2022~~April 20, 2023

By:

/s/ Gerald Laderman

Gerald Laderman
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

Date:

~~July 21, 2022~~April 20, 2023

By:

/s/ Chris Kenny

Chris Kenny
Vice President and Controller
(Principal Accounting Officer)

4034


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
CARES Act grant	$	—	$	(1,079)	$	—	$	(2,889)
Severance and benefit costs	—		11		—		428
Impairment of assets	—		59		—		59
(Gains) losses on sale of assets and other special charges	112		61		104		77
Total operating special charges (credits)	112		(948)		104		(2,325)
Nonoperating unrealized (gains) losses on investments, net	40		(147)		40		(125)
Nonoperating debt extinguishment and modification fees	—		62		7		62
Nonoperating special termination benefits	—		—		—		46
Total nonoperating special charges and unrealized (gains) losses on investments, net	40		(85)		47		(17)
Total operating and nonoperating special charges (credits) and unrealized (gains) losses on investments, net	152		(1,033)		151		(2,342)
Income tax (benefit) expense, net of valuation allowance	(10)		203		(10)		494
Total operating and nonoperating special charges (credits) and unrealized (gains) losses on investments, net of income taxes	$	142	$	(830)	$	141	$	(1,848)


	Increase (decrease) from 2021:
	Domestic			Atlantic			Pacific			Latin			Total
Passenger revenue (in millions)	$	3,866		$	1,849		$	296		$	452		$	6,463
Passenger revenue	117.6		%	572.4		%	224.2		%	72.6		%	148.0		%
Average fare per passenger	42.8		%	28.1		%	(2.4)		%	37.6		%	56.4		%
Yield	37.2		%	47.6		%	(19.2)		%	21.4		%	30.2		%
PRASM	48.0		%	166.0		%	124.8		%	48.2		%	57.0		%
Passengers	52.4		%	424.8		%	232.2		%	25.4		%	58.6		%
RPMs	58.6		%	355.5		%	301.0		%	42.2		%	90.4		%
ASMs	47.0		%	152.6		%	44.3		%	16.4		%	58.0		%
Passenger load factor (points)	6.6			37.5			42.8			15.6			14.7


	Three Months Ended June 30,									Six Months Ended June 30,									Three Months Ended September 30,			Year Ended December 31,
	2022			2021			2019			2022			2021			2019			2019			2019
(in cents)
CASM (GAAP)	17.94			14.49			13.56			17.41			14.78			13.70			13.20			13.67
Special charges (credits)	0.17			(2.40)			0.10			0.09			(3.32)			0.07			0.04			0.09
Third-party business expenses	0.06			0.08			0.05			0.06			0.08			0.05			0.07			0.06
Fuel expense	6.09			3.11			3.26			5.21			2.97			3.17			3.05			3.14
Profit sharing	—			—			0.22			—			—			0.14			0.24			0.17
CASM-ex (Non-GAAP)	11.62			13.70			9.93			12.05			15.05			10.27			9.80			10.21

(in millions, except percentages)
Operating income (loss) (GAAP)	$	878		$	(270)		$	1,472		$	(498)		$	(1,651)		$	1,967		$	1,473		$	4,301
Special charges (credits)	112			(948)			71			104			(2,325)			89			27			246
Adjusted operating income (loss) (Non-GAAP)	$	990		$	(1,218)		$	1,543		$	(394)		$	(3,976)		$	2,056		$	1,500		$	4,547



Operating margin	7.2		%	(4.9)		%	12.9		%	(2.5)		%	(19.0)		%	9.4		%	12.9		%	9.9		%
Adjusted operating margin (Non-GAAP)	8.2		%	(22.3)		%	13.5		%	(2.0)		%	(45.7)		%	9.8		%	13.2		%	10.5		%