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 September 30, ~~2022~~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 October ~~13, 2022~~12, 2023 is shown below:


United Airlines Holdings, Inc.	~~326,927,831~~328,014,680	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 September 30, ~~2022~~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			2425
Item 3. Quantitative and Qualitative Disclosures About Market Risk			3837
Item 4. Controls and Procedures			3837

PART II. OTHER INFORMATION

Item 1. Legal Proceedings			3837
Item 1A. Risk Factors			3837
Item 2. Unregistered Sales of Equity Securities, ~~and~~ Use of Proceeds, and Issuer Purchases of Equity Securities			38
Item 5. Other Information			38
Item 6. Exhibits			3940
Exhibit Index			3940

Signatures			4043


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 September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Operating revenue:	Operating revenue:									Operating revenue:
Passenger revenue	Passenger revenue	$	11,653	$	6,637	$	28,830	$	13,319	Passenger revenue	$	13,349	$	11,653	$	36,625	$	28,830
Cargo	Cargo	498		519		1,699		1,622		Cargo	333		498		1,093		1,699
Other operating revenue	Other operating revenue	726		594		2,026		1,501		Other operating revenue	802		726		2,373		2,026
Total operating revenue	Total operating revenue	12,877		7,750		32,555		16,442		Total operating revenue	14,484		12,877		40,091		32,555

Operating expense:	Operating expense:									Operating expense:
Salaries and related costs										Salaries and related costs	3,914		2,843		10,946		8,466
Aircraft fuel	Aircraft fuel	3,755		1,710		9,796		3,793		Aircraft fuel	3,342		3,755		9,336		9,796
Salaries and related costs		2,843		2,487		8,466		6,987
Landing fees and other rent	Landing fees and other rent	639		652		1,919		1,735		Landing fees and other rent	801		639		2,283		1,919
Aircraft maintenance materials and outside repairs	Aircraft maintenance materials and outside repairs	619		346		1,553		917		Aircraft maintenance materials and outside repairs	684		619		2,072		1,553
Depreciation and amortization	Depreciation and amortization	610		623		1,832		1,866		Depreciation and amortization	663		610		1,987		1,832
Regional capacity purchase	Regional capacity purchase	596		520		1,728		1,546		Regional capacity purchase	592		596		1,806		1,728
Distribution expenses	Distribution expenses	482		218		1,101		442		Distribution expenses	516		482		1,406		1,101
Aircraft rent	Aircraft rent	65		58		193		165		Aircraft rent	46		65		151		193
Special charges (credits)		20		(1,098)		124		(3,423)
Special charges										Special charges	29		20		902		124
Other operating expenses	Other operating expenses	1,790		1,197		4,883		3,028		Other operating expenses	2,158		1,790		5,989		4,883
Total operating expense	Total operating expense	11,419		6,713		31,595		17,056		Total operating expense	12,745		11,419		36,878		31,595
Operating income (loss)		1,458		1,037		960		(614)
Operating income										Operating income	1,739		1,458		3,213		960

Nonoperating income (expense):	Nonoperating income (expense):									Nonoperating income (expense):
Interest expense	Interest expense	(455)		(449)		(1,299)		(1,228)		Interest expense	(493)		(455)		(1,472)		(1,299)
Interest income										Interest income	234		104		620		142
Interest capitalized	Interest capitalized	27		18		73		57		Interest capitalized	48		27		128		73
Interest income		104		11		142		30
Unrealized gains (losses) on investments, net	Unrealized gains (losses) on investments, net	28		(34)		(12)		91		Unrealized gains (losses) on investments, net	(54)		28		54		(12)
Miscellaneous, net	Miscellaneous, net	(9)		20		(4)		(48)		Miscellaneous, net	11		(9)		73		(4)
Total nonoperating expense, net	Total nonoperating expense, net	(305)		(434)		(1,100)		(1,098)		Total nonoperating expense, net	(254)		(305)		(597)		(1,100)
Income (loss) before income tax expense (benefit)	Income (loss) before income tax expense (benefit)	1,153		603		(140)		(1,712)		Income (loss) before income tax expense (benefit)	1,485		1,153		2,616		(140)
Income tax expense (benefit)	Income tax expense (benefit)	211		130		(34)		(394)		Income tax expense (benefit)	348		211		598		(34)
Net income (loss)	Net income (loss)	$	942	$	473	$	(106)	$	(1,318)	Net income (loss)	$	1,137	$	942	$	2,018	$	(106)

Earnings (loss) per share, basic	Earnings (loss) per share, basic	$	2.88	$	1.46	$	(0.33)	$	(4.10)	Earnings (loss) per share, basic	$	3.47	$	2.88	$	6.16	$	(0.33)
Earnings (loss) per share, diluted	Earnings (loss) per share, diluted	$	2.86	$	1.44	$	(0.33)	$	(4.10)	Earnings (loss) per share, diluted	$	3.42	$	2.86	$	6.08	$	(0.33)

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


Table of Contents

UNITED AIRLINES HOLDINGS, INC.

STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

(In millions)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Net income (loss)	Net income (loss)	$	942	$	473	$	(106)	$	(1,318)	Net income (loss)	$	1,137	$	942	$	2,018	$	(106)

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	—		(9)		9		17		Employee benefit plans	(20)		—		(89)		9
Investments and other	Investments and other	(20)		(1)		(31)		(2)		Investments and other	8		(20)		5		(31)
Total other comprehensive income (loss), net of tax		(20)		(10)		(22)		15
Total other comprehensive loss, net of tax										Total other comprehensive loss, net of tax	(12)		(20)		(84)		(22)

Total comprehensive income (loss), net	Total comprehensive income (loss), net	$	922	$	463	$	(128)	$	(1,303)	Total comprehensive income (loss), net	$	1,125	$	922	$	1,934	$	(128)

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)


		September 30, 2022		December 31, 2021			September 30, 2023		December 31, 2022
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	11,258	$	18,283	Cash and cash equivalents	$	7,478	$	7,166
Short-term investments	Short-term investments	7,437		123		Short-term investments	9,608		9,248
Restricted cash	Restricted cash	61		37		Restricted cash	392		45
Receivables, less allowance for credit losses (2022 — $28; 2021 — $28)		2,034		1,663
Aircraft fuel, spare parts and supplies, less obsolescence allowance (2022 — $595; 2021 — $546)		1,116		983
Receivables, less allowance for credit losses (2023 — $14; 2022 — $11)						Receivables, less allowance for credit losses (2023 — $14; 2022 — $11)	2,193		1,801
Aircraft fuel, spare parts and supplies, less obsolescence allowance (2023 — $665; 2022 — $610)						Aircraft fuel, spare parts and supplies, less obsolescence allowance (2023 — $665; 2022 — $610)	1,513		1,109
Prepaid expenses and other	Prepaid expenses and other	783		745		Prepaid expenses and other	728		689
Total current assets	Total current assets	22,689		21,834		Total current assets	21,912		20,058
Operating property and equipment:	Operating property and equipment:					Operating property and equipment:
Flight equipment	Flight equipment	40,867		39,584		Flight equipment	46,938		42,775
Other property and equipment	Other property and equipment	9,195		8,764		Other property and equipment	10,157		9,334
Purchase deposits for flight equipment	Purchase deposits for flight equipment	2,532		2,215		Purchase deposits for flight equipment	3,379		2,820
Total operating property and equipment	Total operating property and equipment	52,594		50,563		Total operating property and equipment	60,474		54,929
Less — Accumulated depreciation and amortization	Less — Accumulated depreciation and amortization	(20,088)		(18,489)		Less — Accumulated depreciation and amortization	(22,114)		(20,481)
Total operating property and equipment, net	Total operating property and equipment, net	32,506		32,074		Total operating property and equipment, net	38,360		34,448

Operating lease right-of-use assets	Operating lease right-of-use assets	4,280		4,645		Operating lease right-of-use assets	3,975		3,889

Other assets:	Other assets:					Other assets:
Goodwill	Goodwill	4,527		4,527		Goodwill	4,527		4,527
Intangibles, less accumulated amortization (2022 — $1,462; 2021 — $1,544)		2,772		2,803
Intangibles, less accumulated amortization (2023 — $1,486; 2022 — $1,472)						Intangibles, less accumulated amortization (2023 — $1,486; 2022 — $1,472)	2,735		2,762
Restricted cash	Restricted cash	208		213		Restricted cash	240		210
Deferred income taxes	Deferred income taxes	701		659		Deferred income taxes	—		91
Investments in affiliates and other, less allowance for credit losses (2022 — $695; 2021 — $622)		1,285		1,420
Investments in affiliates and other, less allowance for credit losses (2023 — $27; 2022 — $21)						Investments in affiliates and other, less allowance for credit losses (2023 — $27; 2022 — $21)	1,404		1,373
Total other assets	Total other assets	9,493		9,622		Total other assets	8,906		8,963
Total assets	Total assets	$	68,968	$	68,175	Total assets	$	73,153	$	67,358

(continued on next page)


Table of Contents

UNITED AIRLINES HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In millions, except shares)


		September 30, 2022		December 31, 2021			September 30, 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	$	3,534	$	2,562	Accounts payable	$	4,206	$	3,395
Accrued salaries and benefits	Accrued salaries and benefits	1,841		2,121		Accrued salaries and benefits	3,815		1,971
Advance ticket sales	Advance ticket sales	8,747		6,354		Advance ticket sales	8,392		7,555
Frequent flyer deferred revenue	Frequent flyer deferred revenue	2,642		2,239		Frequent flyer deferred revenue	2,969		2,693
Current maturities of long-term debt	Current maturities of long-term debt	2,955		3,002		Current maturities of long-term debt	3,649		2,911
Current maturities of other financial liabilities		906		834
Current maturities of operating leases	Current maturities of operating leases	546		556		Current maturities of operating leases	598		561
Current maturities of finance leases	Current maturities of finance leases	72		76		Current maturities of finance leases	271		104
Current maturities of other financial liabilities						Current maturities of other financial liabilities	44		23
Other	Other	746		560		Other	812		779
Total current liabilities	Total current liabilities	21,989		18,304		Total current liabilities	24,756		19,992

Long-term debt	Long-term debt	28,490		30,361		Long-term debt	25,932		28,283
Long-term obligations under operating leases	Long-term obligations under operating leases	4,803		5,152		Long-term obligations under operating leases	4,493		4,459
Long-term obligations under finance leases	Long-term obligations under finance leases	112		219		Long-term obligations under finance leases	71		115

Other liabilities and deferred credits:	Other liabilities and deferred credits:					Other liabilities and deferred credits:
Frequent flyer deferred revenue	Frequent flyer deferred revenue	3,936		4,043		Frequent flyer deferred revenue	4,107		3,982
Pension liability	Pension liability	1,948		1,920		Pension liability	800		747
Postretirement benefit liability	Postretirement benefit liability	946		1,000		Postretirement benefit liability	621		671
Deferred income taxes						Deferred income taxes	472		—
Other financial liabilities	Other financial liabilities	492		863		Other financial liabilities	1,648		844
Other	Other	1,354		1,284		Other	1,400		1,369
Total other liabilities and deferred credits	Total other liabilities and deferred credits	8,676		9,110		Total other liabilities and deferred credits	9,048		7,613
Commitments and contingencies	Commitments and contingencies					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 326,926,963 and 323,810,825 shares at September 30, 2022 and December 31, 2021, respectively		4		4
Common stock at par, $0.01 par value; authorized 1,000,000,000 shares; outstanding 328,013,283 and 326,930,321 shares at September 30, 2023 and December 31, 2022, respectively						Common stock at par, $0.01 par value; authorized 1,000,000,000 shares; outstanding 328,013,283 and 326,930,321 shares at September 30, 2023 and December 31, 2022, respectively	4		4
Additional capital invested	Additional capital invested	8,970		9,156		Additional capital invested	8,968		8,986
Stock held in treasury, at cost	Stock held in treasury, at cost	(3,533)		(3,814)		Stock held in treasury, at cost	(3,442)		(3,534)
Retained earnings	Retained earnings	421		625		Retained earnings	3,232		1,265
Accumulated other comprehensive loss		(964)		(942)
Accumulated other comprehensive income						Accumulated other comprehensive income	91		175
Total stockholders' equity	Total stockholders' equity	4,898		5,029		Total stockholders' equity	8,853		6,896
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	68,968	$	68,175	Total liabilities and stockholders' equity	$	73,153	$	67,358

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


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UNITED AIRLINES HOLDINGS, INC.

CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)

(In millions)


		Nine Months Ended September 30,					Nine Months Ended September 30,
		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	$	4,908	$	2,336	Net cash provided by operating activities	$	7,821	$	4,908

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	(2,280)		(1,571)		Capital expenditures, net of flight equipment purchase deposit returns	(5,105)		(2,280)
Purchases of short-term and other investments	Purchases of short-term and other investments	(8,384)		(47)		Purchases of short-term and other investments	(8,875)		(8,384)
Proceeds from sale of short-term and other investments	Proceeds from sale of short-term and other investments	1,061		271		Proceeds from sale of short-term and other investments	8,614		1,061
Proceeds from sale of property and equipment	Proceeds from sale of property and equipment	184		25		Proceeds from sale of property and equipment	20		184
Other, net	Other, net	(23)		(2)		Other, net	(17)		(23)
Net cash used in investing activities	Net cash used in investing activities	(9,442)		(1,324)		Net cash used in investing activities	(5,363)		(9,442)

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		210		11,098
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	1,685		210
Payments of long-term debt, finance leases and other financing liabilities	Payments of long-term debt, finance leases and other financing liabilities	(2,605)		(4,632)		Payments of long-term debt, finance leases and other financing liabilities	(3,423)		(2,605)
Other, net	Other, net	(77)		(27)		Other, net	(31)		(77)
Net cash provided by (used in) financing activities		(2,472)		6,971
Net cash used in financing activities						Net cash used in financing activities	(1,769)		(2,472)
Net increase (decrease) in cash, cash equivalents and restricted cash	Net increase (decrease) in cash, cash equivalents and restricted cash	(7,006)		7,983		Net increase (decrease) in cash, cash equivalents and restricted cash	689		(7,006)
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)	$	11,527	$	19,725	Cash, cash equivalents and restricted cash at end of the period (a)	$	8,110	$	11,527

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	$	—	$	801	Property and equipment acquired through the issuance of debt, finance leases and other	$	677	$	—
Right-of-use assets acquired through operating leases						Right-of-use assets acquired through operating leases	470		98
Lease modifications and lease conversions	Lease modifications and lease conversions	61		111		Lease modifications and lease conversions	438		61
Right-of-use assets acquired through operating leases		98		627
Investment interests received in exchange for goods and services	Investment interests received in exchange for goods and services	93		129		Investment interests received in exchange for goods and services	25		93

(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	$	11,258	$	19,256	Cash and cash equivalents	$	7,478	$	11,258
Restricted cash — Current	Restricted cash — Current	61		254		Restricted cash — Current	392		61
Restricted cash — Non-Current	Restricted cash — Non-Current	208		215		Restricted cash — Non-Current	240		208
Total cash, cash equivalents and restricted cash	Total cash, cash equivalents and restricted cash	$	11,527	$	19,725	Total cash, cash equivalents and restricted cash	$	8,110	$	11,527

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
Balance at June 30, 2023																						Balance at June 30, 2023	328.0			$	4					$	8,945			$	(3,442)			$	2,095			$	103			$	7,705
Net income																						Net income	—			—				—				—				1,137				—				1,137
Other comprehensive loss																						Other comprehensive loss	—			—				—				—				—				(12)				(12)
Stock-settled share-based compensation																						Stock-settled share-based compensation	—			—				23				—				—				—				23

Balance at September 30, 2023																						Balance at September 30, 2023	328.0			$	4			$	8,968			$	(3,442)			$	3,232			$	91			$	8,853

Balance at December 31, 2022																						Balance at December 31, 2022	326.9			$	4			$	8,986			$	(3,534)			$	1,265			$	175			$	6,896
Net income																						Net income	—			—				—				—				2,018				—				2,018
Other comprehensive loss																						Other comprehensive loss	—			—				—				—				—				(84)				(84)
Stock-settled share-based compensation																						Stock-settled share-based compensation	—			—				55				—				—				—				55
Stock issued for share-based awards, net of shares withheld for tax																						Stock issued for share-based awards, net of shares withheld for tax	1.1			—				(73)				92				(51)				—				(32)
Balance at September 30, 2023																						Balance at September 30, 2023	328.0			$	4			$	8,968			$	(3,442)			$	3,232			$	91			$	8,853
		Shares	Amount				Additional Capital Invested				Treasury Stock						Retained Earnings (Accumulated Deficit)				Accumulated Other Comprehensive Income (Loss)				Total
Balance at June 30, 2022	Balance at June 30, 2022	326.7	$	4									Balance at June 30, 2022	326.7									$	4				$	8,970			$	(3,551)			$	(515)			$	(944)			$	3,964
Net income	Net income	—	—		—					—			942					—				942		Net income	—			—				—				—				942				—				942
Other comprehensive loss	Other comprehensive loss	—	—		—			—			—				(20)				(20)			Other comprehensive loss	—			—				—				—				—				(20)				(20)
Stock-settled share-based compensation	Stock-settled share-based compensation	—	—		15			—			—				—				15			Stock-settled share-based compensation	—			—				15				—				—				—				15
Stock issued for share-based awards, net of shares withheld for tax	Stock issued for share-based awards, net of shares withheld for tax	0.2	—		(15)			18			(6)				—				(3)			Stock issued for share-based awards, net of shares withheld for tax	0.2			—				(15)				18				(6)				—				(3)
Balance at September 30, 2022	Balance at September 30, 2022	326.9	$	4	$	8,970		$	(3,533)		$	421			$	(964)			$	4,898		Balance at September 30, 2022	326.9			$	4			$	8,970			$	(3,533)			$	421			$	(964)			$	4,898

Balance at December 31, 2021	Balance at December 31, 2021	323.8	$	4	$	9,156		$	(3,814)		$	625			$	(942)			$	5,029		Balance at December 31, 2021	323.8			$	4			$	9,156			$	(3,814)			$	625			$	(942)			$	5,029
Net loss	Net loss	—	—		—			—			(106)				—				(106)			Net loss	—			—				—				—				(106)				—				(106)
Other comprehensive loss	Other comprehensive loss	—	—		—			—			—				(22)				(22)			Other comprehensive loss	—			—				—				—				—				(22)				(22)
Stock-settled share-based compensation	Stock-settled share-based compensation	—	—		70			—			—				—				70			Stock-settled share-based compensation	—			—				70				—				—				—				70
Stock issued for share-based awards, net of shares withheld for tax	Stock issued for share-based awards, net of shares withheld for tax	3.1	—		(256)			281			(98)				—				(73)			Stock issued for share-based awards, net of shares withheld for tax	3.1			—				(256)				281				(98)				—				(73)
Balance at September 30, 2022	Balance at September 30, 2022	326.9	$	4	$	8,970		$	(3,533)		$	421			$	(964)			$	4,898		Balance at September 30, 2022	326.9			$	4			$	8,970			$	(3,533)			$	421			$	(964)			$	4,898

Balance at June 30, 2021		323.6	$	4	$	9,042		$	(3,832)		$	804			$	(1,114)			$	4,904
Net income		—	—		—			—			473				—				473
Other comprehensive loss		—	—		—			—			—				(10)				(10)
Stock-settled share-based compensation		—	—		69			—			—				—				69
Stock issued for share-based awards, net of shares withheld for tax		0.2	—		(17)			18			(6)				—				(5)
Balance at September 30, 2021		323.8	$	4	$	9,094		$	(3,814)		$	1,271			$	(1,124)			$	5,431

Balance at December 31, 2020		311.8	$	4	$	8,366		$	(3,897)		$	2,626			$	(1,139)			$	5,960
Net loss		—	—		—			—			(1,318)				—				(1,318)
Other comprehensive income		—	—		—			—			—				15				15
Stock-settled share-based compensation		—	—		169			—			—				—				169
Issuance of common stock		11.0	—		532			—			—				—				532
Warrants issued		—	—		99			—			—				—				99
Stock issued for share-based awards, net of shares withheld for tax		1.0	—		(72)			83			(37)				—				(26)
Balance at September 30, 2021		323.8	$	4	$	9,094		$	(3,814)		$	1,271			$	(1,124)			$	5,431

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 September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Operating revenue:	Operating revenue:									Operating revenue:
Passenger revenue	Passenger revenue	$	11,653	$	6,637	$	28,830	$	13,319	Passenger revenue	$	13,349	$	11,653	$	36,625	$	28,830
Cargo	Cargo	498		519		1,699		1,622		Cargo	333		498		1,093		1,699
Other operating revenue	Other operating revenue	726		594		2,026		1,501		Other operating revenue	802		726		2,373		2,026
Total operating revenue	Total operating revenue	12,877		7,750		32,555		16,442		Total operating revenue	14,484		12,877		40,091		32,555

Operating expense:	Operating expense:									Operating expense:
Salaries and related costs										Salaries and related costs	3,914		2,843		10,946		8,466
Aircraft fuel	Aircraft fuel	3,755		1,710		9,796		3,793		Aircraft fuel	3,342		3,755		9,336		9,796
Salaries and related costs		2,843		2,487		8,466		6,987
Landing fees and other rent	Landing fees and other rent	639		652		1,919		1,735		Landing fees and other rent	801		639		2,283		1,919
Aircraft maintenance materials and outside repairs	Aircraft maintenance materials and outside repairs	619		346		1,553		917		Aircraft maintenance materials and outside repairs	684		619		2,072		1,553
Depreciation and amortization	Depreciation and amortization	610		623		1,832		1,866		Depreciation and amortization	663		610		1,987		1,832
Regional capacity purchase	Regional capacity purchase	596		520		1,728		1,546		Regional capacity purchase	592		596		1,806		1,728
Distribution expenses	Distribution expenses	482		218		1,101		442		Distribution expenses	516		482		1,406		1,101
Aircraft rent	Aircraft rent	65		58		193		165		Aircraft rent	46		65		151		193
Special charges (credits)		20		(1,098)		124		(3,423)
Special charges										Special charges	29		20		902		124
Other operating expenses	Other operating expenses	1,789		1,197		4,881		3,027		Other operating expenses	2,158		1,789		5,988		4,881
Total operating expense	Total operating expense	11,418		6,713		31,593		17,055		Total operating expense	12,745		11,418		36,877		31,593
Operating income (loss)		1,459		1,037		962		(613)
Operating income										Operating income	1,739		1,459		3,214		962

Nonoperating income (expense):	Nonoperating income (expense):									Nonoperating income (expense):
Interest expense	Interest expense	(455)		(449)		(1,299)		(1,228)		Interest expense	(493)		(455)		(1,472)		(1,299)
Interest income										Interest income	234		104		620		142
Interest capitalized	Interest capitalized	27		18		73		57		Interest capitalized	48		27		128		73
Interest income		104		11		142		30
Unrealized gains (losses) on investments, net	Unrealized gains (losses) on investments, net	28		(34)		(12)		91		Unrealized gains (losses) on investments, net	(54)		28		54		(12)
Miscellaneous, net	Miscellaneous, net	(9)		21		(4)		(48)		Miscellaneous, net	12		(9)		74		(4)
Total nonoperating expense, net	Total nonoperating expense, net	(305)		(433)		(1,100)		(1,098)		Total nonoperating expense, net	(253)		(305)		(596)		(1,100)
Income (loss) before income tax expense (benefit)	Income (loss) before income tax expense (benefit)	1,154		604		(138)		(1,711)		Income (loss) before income tax expense (benefit)	1,486		1,154		2,618		(138)
Income tax expense (benefit)	Income tax expense (benefit)	212		130		(33)		(394)		Income tax expense (benefit)	348		212		599		(33)
Net income (loss)	Net income (loss)	$	942	$	474	$	(105)	$	(1,317)	Net income (loss)	$	1,138	$	942	$	2,019	$	(105)

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 September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Net income (loss)	Net income (loss)	$	942	$	474	$	(105)	$	(1,317)	Net income (loss)	$	1,138	$	942	$	2,019	$	(105)

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	—		(9)		9		17		Employee benefit plans	(20)		0		(89)		9
Investments and other	Investments and other	(20)		(1)		(31)		(2)		Investments and other	8		(20)		5		(31)
Total other comprehensive income (loss), net of tax		(20)		(10)		(22)		15
Total other comprehensive loss, net of tax										Total other comprehensive loss, net of tax	(12)		(20)		(84)		(22)

Total comprehensive income (loss), net	Total comprehensive income (loss), net	$	922	$	464	$	(127)	$	(1,302)	Total comprehensive income (loss), net	$	1,126	$	922	$	1,935	$	(127)

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)


		September 30, 2022		December 31, 2021			September 30, 2023		December 31, 2022
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	11,258	$	18,283	Cash and cash equivalents	$	7,478	$	7,166
Short-term investments	Short-term investments	7,437		123		Short-term investments	9,608		9,248
Restricted cash	Restricted cash	61		37		Restricted cash	392		45
Receivables, less allowance for credit losses (2022 — $28; 2021 — $28)		2,034		1,663
Aircraft fuel, spare parts and supplies, less obsolescence allowance (2022 — $595; 2021 — $546)		1,116		983
Receivables, less allowance for credit losses (2023 — $14; 2022 — $11)						Receivables, less allowance for credit losses (2023 — $14; 2022 — $11)	2,193		1,801
Aircraft fuel, spare parts and supplies, less obsolescence allowance (2023 — $665; 2022 — $610)						Aircraft fuel, spare parts and supplies, less obsolescence allowance (2023 — $665; 2022 — $610)	1,513		1,109
Prepaid expenses and other	Prepaid expenses and other	783		745		Prepaid expenses and other	728		689
Total current assets	Total current assets	22,689		21,834		Total current assets	21,912		20,058
Operating property and equipment:	Operating property and equipment:					Operating property and equipment:
Flight equipment	Flight equipment	40,867		39,584		Flight equipment	46,938		42,775
Other property and equipment	Other property and equipment	9,195		8,764		Other property and equipment	10,157		9,334
Purchase deposits for flight equipment	Purchase deposits for flight equipment	2,532		2,215		Purchase deposits for flight equipment	3,379		2,820
Total operating property and equipment	Total operating property and equipment	52,594		50,563		Total operating property and equipment	60,474		54,929
Less — Accumulated depreciation and amortization	Less — Accumulated depreciation and amortization	(20,088)		(18,489)		Less — Accumulated depreciation and amortization	(22,114)		(20,481)
Total operating property and equipment, net	Total operating property and equipment, net	32,506		32,074		Total operating property and equipment, net	38,360		34,448

Operating lease right-of-use assets	Operating lease right-of-use assets	4,280		4,645		Operating lease right-of-use assets	3,975		3,889

Other assets:	Other assets:					Other assets:
Goodwill	Goodwill	4,527		4,527		Goodwill	4,527		4,527
Intangibles, less accumulated amortization (2022 — $1,462; 2021 — $1,544)		2,772		2,803
Intangibles, less accumulated amortization (2023 — $1,486; 2022 — $1,472)						Intangibles, less accumulated amortization (2023 — $1,486; 2022 — $1,472)	2,735		2,762
Restricted cash	Restricted cash	208		213		Restricted cash	240		210
Deferred income taxes	Deferred income taxes	673		631		Deferred income taxes	—		62
Investments in affiliates and other, less allowance for credit losses (2022 — $695; 2021 —$622)		1,285		1,420
Investments in affiliates and other, less allowance for credit losses (2023 — $27; 2022 —$21)						Investments in affiliates and other, less allowance for credit losses (2023 — $27; 2022 —$21)	1,404		1,373
Total other assets	Total other assets	9,465		9,594		Total other assets	8,906		8,934
Total assets	Total assets	$	68,940	$	68,147	Total assets	$	73,153	$	67,329

(continued on next page)


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UNITED AIRLINES, INC.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In millions, except shares)


		September 30, 2022		December 31, 2021			September 30, 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	$	3,534	$	2,562	Accounts payable	$	4,206	$	3,395
Accrued salaries and benefits	Accrued salaries and benefits	1,841		2,121		Accrued salaries and benefits	3,815		1,971
Advance ticket sales	Advance ticket sales	8,747		6,354		Advance ticket sales	8,392		7,555
Frequent flyer deferred revenue	Frequent flyer deferred revenue	2,642		2,239		Frequent flyer deferred revenue	2,969		2,693
Current maturities of long-term debt	Current maturities of long-term debt	2,955		3,002		Current maturities of long-term debt	3,649		2,911
Current maturities of other financial liabilities		906		834
Current maturities of operating leases	Current maturities of operating leases	546		556		Current maturities of operating leases	598		561
Current maturities of finance leases	Current maturities of finance leases	72		76		Current maturities of finance leases	271		104
Current maturities of other financial liabilities						Current maturities of other financial liabilities	44		23
Other	Other	749		563		Other	814		781
Total current liabilities	Total current liabilities	21,992		18,307		Total current liabilities	24,758		19,994

Long-term debt	Long-term debt	28,490		30,361		Long-term debt	25,932		28,283
Long-term obligations under operating leases	Long-term obligations under operating leases	4,803		5,152		Long-term obligations under operating leases	4,493		4,459
Long-term obligations under finance leases	Long-term obligations under finance leases	112		219		Long-term obligations under finance leases	71		115

Other liabilities and deferred credits:	Other liabilities and deferred credits:					Other liabilities and deferred credits:
Frequent flyer deferred revenue	Frequent flyer deferred revenue	3,936		4,043		Frequent flyer deferred revenue	4,107		3,982
Pension liability	Pension liability	1,948		1,920		Pension liability	800		747
Postretirement benefit liability	Postretirement benefit liability	946		1,000		Postretirement benefit liability	621		671
Deferred income taxes						Deferred income taxes	500		—
Other financial liabilities	Other financial liabilities	492		863		Other financial liabilities	1,648		844
Other	Other	1,355		1,284		Other	1,400		1,369
Total other liabilities and deferred credits	Total other liabilities and deferred credits	8,677		9,110		Total other liabilities and deferred credits	9,076		7,613
Commitments and contingencies	Commitments and contingencies					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 September 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 September 30, 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 September 30, 2023 and December 31, 2022	—		—
Additional capital invested	Additional capital invested	387		317		Additional capital invested	458		403
Retained earnings	Retained earnings	2,872		2,977		Retained earnings	5,735		3,716
Accumulated other comprehensive loss		(964)		(942)
Accumulated other comprehensive income						Accumulated other comprehensive income	91		175
Payable to parent	Payable to parent	2,571		2,646		Payable to parent	2,539		2,571
Total stockholder's equity	Total stockholder's equity	4,866		4,998		Total stockholder's equity	8,823		6,865
Total liabilities and stockholder's equity	Total liabilities and stockholder's equity	$	68,940	$	68,147	Total liabilities and stockholder's equity	$	73,153	$	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)


		Nine Months Ended September 30,					Nine Months Ended September 30,
		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	$	4,834	$	2,309	Net cash provided by operating activities	$	7,790	$	4,834

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	(2,280)		(1,571)		Capital expenditures, net of flight equipment purchase deposit returns	(5,105)		(2,280)
Purchases of short-term and other investments	Purchases of short-term and other investments	(8,384)		(47)		Purchases of short-term and other investments	(8,875)		(8,384)
Proceeds from sale of short-term and other investments	Proceeds from sale of short-term and other investments	1,061		271		Proceeds from sale of short-term and other investments	8,614		1,061
Proceeds from sale of property and equipment	Proceeds from sale of property and equipment	184		25		Proceeds from sale of property and equipment	20		184
Other, net	Other, net	(23)		(2)		Other, net	(17)		(23)
Net cash used in investing activities	Net cash used in investing activities	(9,442)		(1,324)		Net cash used in investing activities	(5,363)		(9,442)

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		210		11,098
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	1,685		210
Payments of long-term debt, finance leases and other financing liabilities	Payments of long-term debt, finance leases and other financing liabilities	(2,605)		(4,632)		Payments of long-term debt, finance leases and other financing liabilities	(3,423)		(2,605)
Other, net	Other, net	(3)		—		Other, net	—		(3)
Net cash provided by (used in) financing activities		(2,398)		6,998
Net cash used in financing activities						Net cash used in financing activities	(1,738)		(2,398)
Net increase (decrease) in cash, cash equivalents and restricted cash	Net increase (decrease) in cash, cash equivalents and restricted cash	(7,006)		7,983		Net increase (decrease) in cash, cash equivalents and restricted cash	689		(7,006)
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)	$	11,527	$	19,725	Cash, cash equivalents and restricted cash at end of the period (a)	$	8,110	$	11,527

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	$	—	$	801	Property and equipment acquired through the issuance of debt, finance leases and other	$	677	$	—
Right-of-use assets acquired through operating leases						Right-of-use assets acquired through operating leases	470		98
Lease modifications and lease conversions	Lease modifications and lease conversions	61		111		Lease modifications and lease conversions	438		61
Right-of-use assets acquired through operating leases		98		627
Investment interests received in exchange for goods and services	Investment interests received in exchange for goods and services	93		129		Investment interests received in exchange for goods and services	25		93

(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	$	11,258	$	19,256	Cash and cash equivalents	$	7,478	$	11,258
Restricted cash — Current	Restricted cash — Current	61		254		Restricted cash — Current	392		61
Restricted cash — Non-Current	Restricted cash — Non-Current	208		215		Restricted cash — Non-Current	240		208
Total cash, cash equivalents and restricted cash	Total cash, cash equivalents and restricted cash	$	11,527	$	19,725	Total cash, cash equivalents and restricted cash	$	8,110	$	11,527

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

Balance at June 30, 2023												Balance at June 30, 2023	$	435	$	4,597	$	103	$	2,539	$	7,674
Net income												Net income	—		1,138		—		—		1,138
Other comprehensive loss												Other comprehensive loss	—		—		(12)		—		(12)
Stock-settled share-based compensation												Stock-settled share-based compensation	23		—		—		—		23

Balance at September 30, 2023												Balance at September 30, 2023	$	458	$	5,735	$	91	$	2,539	$	8,823

Balance at December 31, 2022												Balance at December 31, 2022	$	403	$	3,716	$	175	$	2,571	$	6,865
Net income												Net income	—		2,019		—		—		2,019
Other comprehensive loss												Other comprehensive loss	—		—		(84)		—		(84)
Stock-settled share-based compensation												Stock-settled share-based compensation	55		—		—		—		55
Other												Other	—		—		—		(32)		(32)
Balance at September 30, 2023												Balance at September 30, 2023	$	458	$	5,735	$	91	$	2,539	$	8,823
		Additional Capital Invested		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Payable to Parent		Total
												Balance at June 30, 2022	$	373	$	1,930	$	(944)	$	2,574	$	3,933
Net income	Net income	—		942		—		—		942		Net income	—		942		—		—		942
Other comprehensive loss	Other comprehensive loss	—		—		(20)		—		(20)		Other comprehensive loss	—		—		(20)		—		(20)
Stock-settled share-based compensation	Stock-settled share-based compensation	14		—		—		—		14		Stock-settled share-based compensation	14		—		—		—		14
Other	Other	—		—		—		(3)		(3)		Other	—		—		—		(3)		(3)
Balance at September 30, 2022	Balance at September 30, 2022	$	387	$	2,872	$	(964)	$	2,571	$	4,866	Balance at September 30, 2022	$	387	$	2,872	$	(964)	$	2,571	$	4,866

Balance at December 31, 2021	Balance at December 31, 2021	$	317	$	2,977	$	(942)	$	2,646	$	4,998	Balance at December 31, 2021	$	317	$	2,977	$	(942)	$	2,646	$	4,998
Net loss	Net loss	—		(105)		—		—		(105)		Net loss	—		(105)		—		—		(105)
Other comprehensive loss	Other comprehensive loss	—		—		(22)		—		(22)		Other comprehensive loss	—		—		(22)		—		(22)
Stock-settled share-based compensation	Stock-settled share-based compensation	70		—		—		—		70		Stock-settled share-based compensation	70		—		—		—		70
Other	Other	—		—		—		(75)		(75)		Other	—		—		—		(75)		(75)
Balance at September 30, 2022	Balance at September 30, 2022	$	387	$	2,872	$	(964)	$	2,571	$	4,866	Balance at September 30, 2022	$	387	$	2,872	$	(964)	$	2,571	$	4,866

Balance at June 30, 2021		$	185	$	3,148	$	(1,114)	$	2,653	$	4,872
Net income		—		474		—		—		474
Other comprehensive loss		—		—		(10)		—		(10)
Stock-settled share-based compensation		69		—		—		—		69
Other		—		—		—		(6)		(6)
Balance at September 30, 2021		$	254	$	3,622	$	(1,124)	$	2,647	$	5,399

Balance at December 31, 2020		$	85	$	4,939	$	(1,139)	$	2,043	$	5,928
Net loss		—		(1,317)		—		—		(1,317)
Other comprehensive income		—		—		15		—		15
Stock-settled share-based compensation		169		—		—		—		169
Impact of UAL common stock issuance		—		—		—		532		532
Other		—		—		—		72		72
Balance at September 30, 2021		$	254	$	3,622	$	(1,124)	$	2,647	$	5,399

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 (the "2021 Form 10-K").~~2022. 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 September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Domestic (U.S. and Canada)	Domestic (U.S. and Canada)	$	7,718	$	5,412	$	20,623	$	11,290	Domestic (U.S. and Canada)	$	8,379	$	7,718	$	23,963	$	20,623
Atlantic	Atlantic	3,186		1,116		6,756		2,111		Atlantic	3,543		3,186		8,604		6,756
Latin America	Latin America	1,162		849		3,266		1,968		Latin America	1,184		1,162		3,773		3,266
Pacific	Pacific	811		373		1,910		1,073		Pacific	1,378		811		3,751		1,910
Total	Total	$	12,877	$	7,750	$	32,555	$	16,442	Total	$	14,484	$	12,877	$	40,091	$	32,555

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 ~~flight credits~~flights ("FFCs") and electronic travel certificates ("ETCs"), 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 credits issued on or before December 31, 2022 have been extended to December 31, 2023. The Company is unable to estimate the amount of the FFCs and ETCs 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 FFCs and ETCs could be used after the next 12 months.

The Company estimates the value of Advance ~~tickets~~ticket 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 FFCs and 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~~ nine months ended September 30, 2023 and 2022, the Company recognized approximately ~~$5.1~~$5.3 billion and $3.0 billion, respectively, of passenger revenue for tickets that were included in Advance ticket sales at the beginning of those periods. In the three and nine months ended September 30, 2021, the Company recognized approximately $2.8 billion and $1.6 billion, respectively, of passenger revenue for tickets that were included in Advance ticket sales at the beginning of those periods.


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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,~~seat fees, inflight ~~amenities~~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 $1.1 billion and $3.0 billion of ancillary fees within passenger revenue in the three and nine months ended


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September 30, 2023, respectively. The Company recorded $0.9 billion and $2.4 billion of ancillary fees within passenger revenue in the three and nine months ended September 30, 2022, respectively. ~~The Company recorded $0.7 billion and $1.5 billion of ancillary fees within passenger revenue in the three and nine months ended September 30, 2021, respectively.~~

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


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Total Frequent flyer deferred revenue - beginning balance	Total Frequent flyer deferred revenue - beginning balance	$	6,495	$	6,185	$	6,282	$	5,975	Total Frequent flyer deferred revenue - beginning balance	$	7,024	$	6,495	$	6,675	$	6,282
Total miles awarded	Total miles awarded	705		439		1,848		1,071		Total miles awarded	816		705		2,465		1,848
Travel miles redeemed	Travel miles redeemed	(601)		(391)		(1,489)		(781)		Travel miles redeemed	(740)		(601)		(1,983)		(1,489)
Non-travel miles redeemed	Non-travel miles redeemed	(21)		(16)		(63)		(48)		Non-travel miles redeemed	(24)		(21)		(81)		(63)
Total Frequent flyer deferred revenue - ending balance	Total Frequent flyer deferred revenue - ending balance	$	6,578	$	6,217	$	6,578	$	6,217	Total Frequent flyer deferred revenue - ending balance	$	7,076	$	6,578	$	7,076	$	6,578

In the three and nine months ended September 30, ~~2022,~~2023, the Company recognized, in Other operating revenue, ~~$0.6~~$0.7 billion and ~~$1.7~~$2.0 billion, 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 ~~$0.5~~$0.6 billion and ~~$1.3~~$1.7 billion, respectively, in the three and nine months ended September 30, ~~2021,~~2022, 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) PER SHARE

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


		Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			Three Months Ended September 30,				Nine Months Ended September 30,
											2023		2022		2023		2022
Earnings (loss) available to common stockholders	Earnings (loss) available to common stockholders	$	942	$	473	$	(106)	$	(1,318)	Earnings (loss) available to common stockholders	$	1,137	$	942	$	2,018	$	(106)

Basic weighted-average shares outstanding	Basic weighted-average shares outstanding	326.8		323.7		326.2		321.3		Basic weighted-average shares outstanding	328.0		326.8		327.8		326.2
Dilutive effect of stock warrants (a)										Dilutive effect of stock warrants (a)	2.7		1.0		2.5		—
Dilutive effect of employee stock awards	Dilutive effect of employee stock awards	1.7		3.0		—		—		Dilutive effect of employee stock awards	1.7		1.7		1.5		—
Dilutive effect of stock warrants		1.0		2.3		—		—
Diluted weighted-average shares outstanding	Diluted weighted-average shares outstanding	329.5		329.0		326.2		321.3		Diluted weighted-average shares outstanding	332.4		329.5		331.8		326.2

Earnings (loss) per share, basic	Earnings (loss) per share, basic	$	2.88	$	1.46	$	(0.33)	$	(4.10)	Earnings (loss) per share, basic	$	3.47	$	2.88	$	6.16	$	(0.33)
Earnings (loss) per share, diluted	Earnings (loss) per share, diluted	$	2.86	$	1.44	$	(0.33)	$	(4.10)	Earnings (loss) per share, diluted	$	3.42	$	2.86	$	6.08	$	(0.33)

Potentially dilutive securities ~~(a)~~(b)	Potentially dilutive securities ~~(a)~~(b)									Potentially dilutive securities ~~(a)~~(b)
Stock warrants ~~(b)~~(a)	Stock warrants ~~(b)~~(a)	3.5		1.5		3.5		0.7		Stock warrants ~~(b)~~(a)	1.5		3.5		1.5		3.5
Employee stock awards	Employee stock awards	0.7		0.7		0.7		0.7		Employee stock awards	0.6		0.7		0.6		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 "CARES 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 September 30, 2022.
(a) 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 September 30, 2023.										(a) 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 September 30, 2023.
(b) 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) Weighted-average potentially dilutive securities outstanding excluded from the computation of diluted earnings per share because the securities would have had an antidilutive effect.

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


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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.

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

Balance at June 30, 2023											Balance at June 30, 2023	$	539		$	(39)	$	(397)	$	103
Changes in value											Changes in value	7			10		(3)		14
Amounts reclassified to earnings											Amounts reclassified to earnings	(33)		(b)	—		7		(26)
Balance at September 30, 2023											Balance at September 30, 2023	$	513		$	(29)	$	(393)	$	91

Balance at December 31, 2022											Balance at December 31, 2022	$	626		$	(35)	$	(416)	$	175
Changes in value											Changes in value	(10)			6		1		(3)
Amounts reclassified to earnings											Amounts reclassified to earnings	(103)		(b)	—		22		(81)
Balance at September 30, 2023											Balance at September 30, 2023	$	513		$	(29)	$	(393)	$	91
		Pension and Other Postretirement Liabilities			Investments and Other		Deferred Taxes (a)		Total
											Balance at June 30, 2022	$	(834)		$	(14)	$	(96)	$	(944)
Changes in value	Changes in value	(1)			(25)		6		(20)		Changes in value	(1)			(25)		6		(20)
Amounts reclassified to earnings	Amounts reclassified to earnings	—		(b)	—		—		—		Amounts reclassified to earnings	—		(b)	—		—		—
Balance at September 30, 2022	Balance at September 30, 2022	$	(835)		$	(39)	$	(90)	$	(964)	Balance at September 30, 2022	$	(835)		$	(39)	$	(90)	$	(964)

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	13			(39)		5		(21)		Changes in value	13			(39)		5		(21)
Amounts reclassified to earnings	Amounts reclassified to earnings	(1)		(b)	—		—		(1)		Amounts reclassified to earnings	(1)		(b)	—		—		(1)
Balance at September 30, 2022	Balance at September 30, 2022	$	(835)		$	(39)	$	(90)	$	(964)	Balance at September 30, 2022	$	(835)		$	(39)	$	(90)	$	(964)

Balance at June 30, 2021		$	(1,068)		$	1	$	(47)	$	(1,114)
Changes in value		(19)			(1)		4		(16)
Amounts reclassified to earnings		7		(b)	—		(1)		6
Balance at September 30, 2021		$	(1,080)		$	—	$	(44)	$	(1,124)

Balance at December 31, 2020		$	(1,102)		$	2	$	(39)	$	(1,139)
Changes in value		5			(2)		(1)		2
Amounts reclassified to earnings		17		(b)	—		(4)		13
Balance at September 30, 2021		$	(1,080)		$	—	$	(44)	$	(1,124)

(a) Includes approximately $285 million of deferred income tax expense that will not be recognized in net income until the related pension and ~~other~~ 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 nine months ended September 30, ~~2022~~2023 were ~~18.3%~~23.4% and ~~24.3%~~22.9%, respectively. The Company's effective tax rates for the three and nine months ended September 30, ~~2021~~2022 were ~~21.6%~~18.3% and ~~23.0%~~24.3%, respectively. The provision for income taxes 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.


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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 September 30 (in millions):


		Pension Benefits				Other Postretirement Benefits				Affected Line Item in the Statements of Consolidated Operations		Pension Benefits				Other Postretirement Benefits				Affected Line Item in the Statements of Consolidated Operations
		2022		2021		2022		2021				2023		2022		2023		2022
Service cost	Service cost	$	51	$	59	$	2	$	2	Salaries and related costs	Service cost	$	31	$	51	$	1	$	2	Salaries and related costs
Interest cost	Interest cost	47		46		8		6		Miscellaneous, net	Interest cost	53		47		10		8		Miscellaneous, net
Expected return on plan assets	Expected return on plan assets	(76)		(70)		—		—		Miscellaneous, net	Expected return on plan assets	(62)		(76)		—		—		Miscellaneous, net
Amortization of unrecognized (gain) loss	Amortization of unrecognized (gain) loss	29		42		(3)		(7)		Miscellaneous, net	Amortization of unrecognized (gain) loss	2		29		(9)		(3)		Miscellaneous, net
Amortization of prior service credit	Amortization of prior service credit	—		—		(28)		(30)		Miscellaneous, net	Amortization of prior service credit	1		—		(28)		(28)		Miscellaneous, net
Other	Other	2		2		—		—		Miscellaneous, net	Other	1		2		—		—		Miscellaneous, net
Total	Total	$	53	$	79	$	(21)	$	(29)		Total	$	26	$	53	$	(26)	$	(21)

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


	Pension Benefits				Other Postretirement Benefits				Affected Line Item in the Statements of Consolidated Operations
	2023		2022		2023		2022
Service cost	$	93	$	153	$	3	$	6	Salaries and related costs
Interest cost	163		141		31		23		Miscellaneous, net
Expected return on plan assets	(188)		(230)		(1)		(1)		Miscellaneous, net
Amortization of unrecognized (gain) loss	6		90		(28)		(10)		Miscellaneous, net
Amortization of prior service credit	1		—		(84)		(84)		Miscellaneous, net
Other	2		3		—		—		Miscellaneous, net
Total	$	77	$	157	$	(79)	$	(66)

Pension Benefits Other Postretirement Benefits Affected Line Item
in the Statements of
Consolidated Operations
2022 2021 2022 2021
Service cost $ 153 $ 179 $ 6 $ 7 Salaries and related costs
Interest cost 141 138 23 19 Miscellaneous, net
Expected return on plan assets (230) (212) (1) (1) Miscellaneous, net
Amortization of unrecognized (gain) loss 90 127 (10) (21) Miscellaneous, net
Amortization of prior service credit — — (84) (92) Miscellaneous, net
Special termination benefits — — — 46 Miscellaneous, net
Other 3 3 — — Miscellaneous, net
Total $ 157 $ 235 $ (66) $ (42)

~~During~~Profit Sharing. Substantially all employees participate in profit sharing based on a percentage of pre-tax earnings, excluding special or non-recurring charges, profit sharing expense and share-based compensation. Profit sharing percentages range from 5% to 20% depending on the ~~first quarter~~work group, and in some cases profit sharing percentages vary above and below certain thresholds. As part of ~~2021,~~ the new collective bargaining agreement with the Air Line Pilots Association ("ALPA"), the thresholds were lowered retroactive to January 1, 2023 for the pilot work group. Eligible U.S. co-workers in each participating work group receive a profit sharing payout using a formula based on the ratio of each qualified co-worker's annual eligible earnings to the eligible earnings of all qualified co-workers in all domestic work groups. Eligible non-U.S. co-workers receive profit sharing based on the calculation under the U.S. profit sharing plan for management and administrative employees. The Company ~~offered special separation benefits~~recorded profit sharing and related payroll tax expense of $301 million and $521 million in the ~~form~~three and nine months ended September 30, 2023, respectively. The Company recorded profit sharing expense of ~~additional subsidies for retiree medical~~$8 million in both the three and nine months ended September 30, 2022. Profit sharing expense is recorded as a component of Salaries and related costs ~~for certain U.S.-based front-line employees. The subsidies are~~ in the ~~form~~Company's statements 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.consolidated operations.


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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):


		September 30, 2022								December 31, 2021									September 30, 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	$	11,258	$	11,258	$	—	$	—	$	18,283	$	18,283	$	—	$	—	Cash and cash equivalents	$	7,478	$	7,478	$	—	$	—	$	7,166	$	7,166	$	—	$	—
Restricted cash - current	Restricted cash - current	61		61		—		—		37		37		—		—		Restricted cash - current	392		392		—		—		45		45		—		—
Restricted cash - non-current	Restricted cash - non-current	208		208		—		—		213		213		—		—		Restricted cash - non-current	240		240		—		—		210		210		—		—
Short-term investments:	Short-term investments:																	Short-term investments:
U.S. government and agency notes	U.S. government and agency notes	6,954		—		6,954		—		2		—		2		—		U.S. government and agency notes	9,506		—		9,506		—		8,914		—		8,914		—
Asset-backed securities	Asset-backed securities	460		—		460		—		26		—		26		—		Asset-backed securities	29		—		29		—		325		—		325		—
Certificates of deposit placed through an account registry service ("CDARS")																		Certificates of deposit placed through an account registry service ("CDARS")	73		—		73		—		—		—		—		—
Corporate debt	Corporate debt	23		—		23		—		95		—		95		—		Corporate debt	—		—		—		—		9		—		9		—
Long-term investments:	Long-term investments:																	Long-term investments:
Equity securities	Equity securities	156		156		—		—		229		229		—		—		Equity securities	163		163		—		—		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~~18 months 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, Inc.,~~ Archer Aviation Inc., Eve Holding, Inc., Mesa Air Group, Inc. and ~~Eve Holding,~~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:
September 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 $ 31,445 $ 28,951 $ — $ 24,109 $ 4,842 $ 33,363 $ 34,550 $ — $ 29,088 $ 5,462


	September 30, 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	$	29,581	$	28,386	$	—	$	22,726	$	5,660	$	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 September 30, ~~2022,~~2023, United holds the following investments, ~~in two regional carriers that fly~~accounted for using the ~~Company as United Express under its capacity purchase agreements ("CPAs"). The~~equity method, with a combined carrying value of ~~the investments was~~ approximately ~~$183 million as of September 30, 2022. United accounts for each investment using the equity method.~~$232 million:


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•CommuteAir LLC. United owns a 40% minority ownership stake in CommuteAir LLC. CommuteAir currently operates 53 regional aircraft under a capacity purchase agreement ("CPA") that has a term through 2026.

•Republic Airways Holdings Inc. United holds a 19% minority interest in Republic Airways 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 September 30, 2023, the Company indirectly holds a 38% ownership interest in the Fund and the Fund has approximately $200 million in commitments from United and other corporate investors.

Other Investments. As of September 30, 2023, United ~~holds~~has equity investments in Abra Group Limited, a multinational airline holding company, JetSuiteX, Inc., an independent air carrier doing business as JSX as well as a number of companies with emerging technologies and sustainable solutions. ~~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.~~ 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 September 30, ~~2022,~~2023, the carrying value of these investments was ~~$330~~$425 million.

NOTE 7 — COMMITMENTS AND CONTINGENCIES

Commitments. As of September 30, ~~2022,~~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 Three Months
of 2022 2023 After 2023
Airbus A321XLR 50 — — 50
Airbus A321neo 70 — 12 58
Airbus A350 45 — — 45
Boeing 737 MAX 353 27 121 205
Boeing 787 7 7 — —
(a) United also has options and purchase rights for additional aircraft.


		Contractual Aircraft Deliveries			Expected Aircraft Deliveries (b)
Aircraft Type	Number of Firm Commitments (a)	Last Three Months of 2023	2024	After 2024	Last Three Months of 2023	2024	After 2024
787	150	—	8	142	—	8	142
737 MAX	374	73	100	201	20	77	277
A321neo	130	4	26	100	4	26	100
A321XLR	50	—	—	50	—	—	50
A350	45	—	—	45	—	—	45
(a) United also has options and purchase rights for additional aircraft.
(b) Expected aircraft deliveries reflect adjustments communicated by Boeing and Airbus or estimated by United.

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 cancel deliveries or modify the timing of deliveries; or (iii) the aircraft manufacturers are unable to deliver in accordance with the terms of those orders. ~~Furthermore,~~

On September 28, 2023, United entered into a supplemental agreement with Boeing, ~~notified~~pursuant to which United ~~that three~~exercised options to purchase 50 Boeing ~~787~~787-9 aircraft scheduled for delivery ~~in 2022~~between 2028 and 152031 and was granted options to purchase up to an additional 50 Boeing ~~737 MAX~~787 aircraft. In addition, on September 29, 2023, United entered into an amendment to the A320 Family Purchase Agreement, dated December 19, 2019, as amended, with Airbus, pursuant to which United exercised purchase rights to purchase 60 A321neo aircraft scheduled for delivery ~~in 2023, all as shown in the~~between 2028 and 2030 and was granted purchase rights to purchase up to an additional 40 A321neo aircraft. The table above ~~are now~~reflects the number of firm commitments related to these agreements as well as the contractual and expected aircraft deliveries.

During the nine months ended September 30, 2023, United entered into agreements with third parties to ~~deliver in 2023~~finance through sale and ~~2024, respectively. In addition to Boeing’s notification, United estimates that seven additional~~leaseback transactions new Boeing model 737 MAX aircraft ~~scheduled for delivery in 2022, as shown in the table above, will deliver in 2023.~~

~~United intends to exercise options~~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 ~~2023, eight Boeing 737 MAX aircraft that are currently leased under~~these sale and leaseback ~~arrangements.~~

~~United has an agreement to purchase eight used Bombardier CRJ550 aircraft in the last three months of 2022.~~

The table below summarizes United's commitments as of September 30, 2022, which include aircraft and related spare engines, aircraft improvements and non-aircraft capital commitments. Aircraft commitments are based on contractual scheduled aircraft deliveries without any adjustments for the delays communicated by Boeing or estimated by United.

(in billions)
Last three months of 2022 $ 3.0
2023 8.4
2024 6.9
2025 4.4
2026 3.4
After 2026 8.5
$ 34.6

~~Legal Contingencies.~~ The Company has certain contingencies resulting from litigation and claims incident to the ordinary course of business. As of September 30, 2022, management believes, after considering a number of factors, including (but not limited to) the information currently available, the views of legal counsel, the nature of the contingencies to whichtransactions, the Company ~~is subject and prior experience, that its defenses and assertions in pending legal proceedings have merit and the ultimate disposition~~accounted for these aircraft as part 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 basedFlight equipment on the Company's ~~assessments~~consolidated balance sheet and the related obligation recorded in Current maturities of ~~the likelihood of their eventual disposition.~~other financial liabilities and Other financial liabilities since they did not qualify for sale recognition (failed sale and leaseback).


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As of September 30, 2023, United had additional leases for 47 Embraer E175/E175LL regional jets under a CPA, 12 A321neo mainline aircraft, airport facilities and office space, none of which had commenced as of such date. These leases will commence between fourth quarter 2023 and 2026 with lease terms of up to 12 years.


(in billions)
Last three months of 2023	$	4.6
2024	8.8
2025	8.0
2026	6.1
2027	5.0
After 2027	29.6
	$	62.1

Regional CPAs. During the nine months ended September 30, ~~2022,~~2023, United amended several of its CPAs with certain of its regional carriers to increase the contractually agreed fees (carrier costs) paid to those carriers and to add additional aircraft that will replace existing aircraft near the end of their contractual terms. Separately, the Company ~~recorded charges~~terminated its CPA and related regional flight operations with Air Wisconsin in June 2023. Our future commitments under our CPAs are dependent on numerous variables, and are, therefore, difficult to predict. The most important of ~~$94 million as a result of a~~these variables is the number of scheduled block hours. Although we are not 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 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 its future payments under all of the CPAs do not include the portion of the underlying obligation for any aircraft leased to a regional carrier, or deemed to be leased from other regional carriers, and facility rent. For purposes of calculating these estimates, we have assumed (1) the number of block hours flown is 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 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 ~~decisions, including one involving another carrier, that appear to impact~~historic levels and (5) an annual projected inflation rate. Based on these assumptions as of September 30, 2023, our estimated future payments through the ~~Company's ability to successfully assert,~~end of the terms of our CPAs are presented in ~~certain cases, that federal law preempts state and local laws that conflict with union contracts and/or federal requirements.~~the table below:


(in billions)
Last three months of 2023	$	0.6
2024	2.2
2025	1.9
2026	2.1
2027	1.6
After 2027	5.7
	$	14.1

Guarantees. As of September 30, ~~2022,~~2023, United is the guarantor of approximately ~~$2.0~~$1.9 billion in aggregate principal amount of tax-exempt special facilities revenue bonds and interest thereon. These bonds, issued by various airport municipalities, are payable 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~~2024 and 2041.

As of September 30, ~~2022,~~2023, United is the guarantor of ~~$95~~$81 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~~Secured Overnight Financing Rate ~~(LIBOR)~~(SOFR), for


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certain other increased costs that the lenders incur in carrying these loans as a 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. The Company elected to apply the guidance in Accounting Standards Codification 848, Reference Rate Reform, to contracts and transactions that transitioned from the London Interbank Offered Rate (LIBOR) to SOFR. The application of this guidance did not have any material impact on the Company's financial statements. At September 30, ~~2022,~~2023, the Company had ~~$12.8~~$11.4 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 ~~$9.7~~$8.2 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 September 30, 2022 is substantially in excess of these minimum levels.

Labor. As of September 30, ~~2022,~~2023, the Company had approximately ~~90,800~~102,000 employees, of whom approximately ~~85%~~83% were represented by various U.S. labor organizations.

In January 2023, the Company's more than 8,000 technicians and related employees represented by the International Brotherhood of Teamsters ratified an extension to their labor contract with United. The agreement becomes amendable in December 2024 and includes a one-year early opener provision that allows for bargaining on a successor agreement to begin in December 2023.

In May 2023, nearly 30,000 fleet service, passenger service, storekeepers, maintenance instructors and fleet technical instructors and related employees represented by the International Association of Machinists & Aerospace Workers ("IAM") ratified five agreements with United. The ratified agreements are effective through 2025. The Company recorded a one-time $48 million expense in conjunction with the ratification. Negotiations with the IAM will continue for agreements to cover security guards in California and central load planners.

In September 2023, the Company's pilots represented by ALPA ratified an agreement with United. The agreement includes numerous work rule changes and pay rate increases during the four-year term. The agreement also includes a provision for a one-time $765 million payment upon ratification.

NOTE 8 — DEBT

As of September 30, ~~2022,~~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 September 30, ~~2022,~~2023, UAL and United were in compliance with their respective debt covenants.

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Equipment Notes. On June 20, 2023, the Company and Wilmington Trust, National Association, as subordination agent and pass through trustee (the "Trustee") under a certain pass through trust newly formed by the Company, entered into the Note Purchase Agreement, dated as of June 20, 2023 (the "Note Purchase Agreement"). The Note Purchase Agreement provides for the issuance by the Company of equipment notes (the "Equipment Notes") in the aggregate principal amount of $1.3 billion to finance 39 Boeing aircraft delivered new to the Company from August 2022 to May 2023. Pursuant to the Note Purchase Agreement, the Trustee purchased Equipment Notes issued under a trust indenture and mortgage (each, an "Indenture" and, collectively, the "Indentures") with respect to each aircraft entered into by the Company and Wilmington Trust, National Association, as mortgagee. Each Indenture provides for the issuance of Equipment Notes in a single series, Series A, bearing interest at the rate of 5.80% per annum. The Equipment Notes were purchased by the Trustee, using the proceeds from the sale of Pass Through Certificates, Series 2023-1A, issued by a pass through trust newly-formed by the Company to facilitate the financing of the aircraft. The interest on the Equipment Notes is payable semi-annually on each January 15 and July 15, beginning on January 15, 2024. The principal payments on the Equipment Notes are scheduled on January 15 and July 15 of each year, beginning on July 15, 2024. The final payments on the Equipment Notes will be due on January 15, 2036.

In the second quarter of 2023, United prepaid $1.0 billion of a 2021 term loan facility. See Note 9 for information related to charges recorded as a result of this prepayment.

The table below presents the Company's contractual principal payments (not including ~~$412~~$303 million of unamortized debt discount, premiums and debt issuance costs) at September 30, ~~2022~~2023 under then-outstanding long-term debt agreements (in millions):

Last three months of 2022 $ 759
2023 2,929
2024 3,908
2025 3,358
2026 5,148
After 2026 15,755
$ 31,857

During the nine months ended September 30, 2022, United borrowed $220 million aggregate principal amount from a financial institution to finance 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%.


Last three months of 2023	$	739
2024	3,958
2025	3,442
2026	5,235
2027	2,464
After 2027	14,046
	$	29,884

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

For the three and nine months ended September 30, operating and nonoperating special charges ~~(credits)~~ and unrealized (gains) losses on investments in the statements of consolidated operations consisted of the following (in millions):

Three Months Ended
September 30, Nine Months Ended
September 30,
2022 2021 2022 2021
CARES Act grant $ — $ (1,132) $ — $ (4,021)
Severance and benefit costs — 5 — 433
Impairment of assets — 46 — 105
(Gains) losses on sale of assets and other special charges 20 (17) 124 60
Total operating special charges (credits) 20 (1,098) 124 (3,423)
Nonoperating unrealized (gains) losses on investments, net (28) 34 12 (91)
Nonoperating debt extinguishment and modification fees — (12) 7 50
Nonoperating special termination benefits — — — 46
Total nonoperating special charges and unrealized (gains) losses on investments, net (28) 22 19 5
Total operating and nonoperating special charges (credits) and unrealized (gains) losses on investments, net (8) (1,076) 143 (3,418)
Income tax (benefit) expense, net of valuation allowance (7) 274 (17) 768
Total operating and nonoperating special charges (credits) and unrealized (gains) losses on investments, net of income taxes $ (15) $ (802) $ 126 $ (2,650)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Labor contract ratification bonuses	$	1	$	—	$	814	$	—
(Gains) losses on sale of assets and other special charges	28		20		88		124
Total operating special charges	29		20		902		124
Nonoperating unrealized (gains) losses on investments, net	54		(28)		(54)		12
Nonoperating debt extinguishment and modification fees	—		—		11		7
Total nonoperating special charges and unrealized (gains) losses on investments, net	54		(28)		(43)		19
Total operating and nonoperating special charges and unrealized (gains) losses on investments, net	83		(8)		859		143
Income tax benefit, net of valuation allowance	(7)		(7)		(204)		(17)
Total operating and nonoperating special charges and unrealized (gains) losses on investments, net of income taxes	$	76	$	(15)	$	655	$	126

2023

Labor contract ratification bonuses. During the nine months ended September 30, 2023, the Company recorded $814 million of expense associated with the agreements with ALPA, IAM and other work groups. See Note 7 for additional information.

(Gains) losses on sale of assets and other special charges. During the three and nine months ended September 30, 2023, the Company recorded $28 million and $88 million, respectively, of net charges primarily comprised of reserves for various legal


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matters, accelerated depreciation related to certain of the Company's assets that will be retired early, an impairment of flight training equipment that is being sold and other gains and losses on the sale of assets.

Nonoperating unrealized (gains) losses on investments, net. During the three and nine months ended September 30, 2023, the Company recorded losses of $54 million and gains of $54 million, respectively, primarily for the change in the market value of its investments in equity securities.

Nonoperating debt extinguishment and modification fees. During the nine months ended September 30, 2023, the Company recorded $11 million of charges primarily related to the prepayment of $1.0 billion of the outstanding principal amount under a 2021 term loan facility.

2022

(Gains) losses on sale of assets and other special charges. During the three and nine months ended September 30, 2022, the Company recorded $20 million and $124 million, respectively, 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 nine months ended September 30, 2022, the Company recorded gains of $28 million and losses of $12 million, ~~respectively.~~respectively, primarily related to the change in the market value of its investments in equity securities.

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

~~2021~~

~~CARES Act grant.~~ During the nine months ended September 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 CARES Act, which included approximately $1.7 billion aggregate principal amount of unsecured promissory notes.


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The Company recorded $1.1 billion and $4.0 billion as grant income in Special charges (credits) during the three and nine months ended September 30, 2021, respectively. The Company also recorded $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 nine months ended September 30, 2021.

~~Severance and benefit costs~~. During the three and nine months ended September 30, 2021, the Company recorded charges of $5 million and $433 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 privileges. Approximately 4,500 employees elected to voluntarily separate from the Company.

~~Impairment of assets~~. During the three months ended September 30, 2021, the Company recorded $46 million of impairment charges for nine Airbus A319 aircraft and 13 Boeing 737-700 airframes as a result of market conditions for used aircraft. During the nine months ended September 30, 2021, in addition to the third quarter 2021 impairments, 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.

~~(Gains) losses on sale of assets and other special charges.~~ During the three months ended September 30, 2021, the Company recorded net gains of $17 million primarily related to gains on aircraft sale-leaseback transactions and aircraft component manufacturer credits. During the nine months ended September 30, 2021, the Company recorded net charges of $60 million 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, which were partially offset by the net gains in the third quarter of 2021 described above.

~~Nonoperating unrealized (gains) losses on investments, net. During the three and nine months ended September 30, 2021, the Company recorded losses of $34 million and gains of $91 million, respectively~~.

~~Nonoperating debt extinguishment and modification fees.~~ During the nine months ended September 30, 2021, the Company recorded $50 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 nine months ended September 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 third quarter 2022 results to third 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", "Governmental Actions" 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"). and in Part II, Item 1A. Risk Factors in this report. The Company discusses certain ~~non-GAAP forward-looking projections and is unable to predict certain items contained~~financial measures that are not calculated in accordance with accounting principles generally accepted in the ~~corresponding GAAP measures without unreasonable efforts;~~United States of America ("GAAP"); 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 economic and market 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, including the gradual return of business travel demand to pre-COVID-19 levels; 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 closure of our flying airspace and termination of other operations due to regional conflicts, including the continuation of the suspension of our overflying in Russian airspace as well as third-party general sales agent services in Russia as a result of the Russia-Ukraine military conflict 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


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impacts of these and other factors on our business, operations, financial condition, ~~and~~ future results of operations, liquidity and financial flexibility, which are dependent on future developments, including as a result of those factors discussed in Part I, Item 1A. Risk Factors, of the 2022 Form 10-K and in Part II, Item 1A. Risk Factors in ~~the 2021 Form 10-K.~~this report. Our future results of operations may be subject to volatility and our growth plans may be delayed, particularly in the short term, due to the impact of the above factors 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.

~~Impact of the COVID-19 Pandemic.~~ 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 material to the Company's business, operating results, financial condition and liquidity. The Company has seen increasing demand 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 demand 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 closures and related costs, disruptions 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, volatility 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 90% of our third quarter 2019 capacity during the third 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 has been taking steps to be prepared for recovery as demand for travel continues to generally increase, which have included 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 an increase in our overall debt levels. As of September 30, 2022, unrestricted cash, cash equivalents and short-term investments totaled $18.7 billion, an increase of approximately $13.6 billion from September 30, 2019. We had approximately $38.4 billion of debt, finance lease, operating lease and sale-leaseback obligations as of September 30, 2022 (including $4.5 billion that will become due in the next 12 months), up from approximately $18.2 billion as of September 30, 2019.

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 the COVID-19 pandemic are further described in Part I, Item 1A. Risk Factors— "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 third 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.

~~Third Quarter 2022 Overview~~

~~Capacity.~~ ~~Relative to the third quarter of 2019, the Company operated approximately 90% of its capacity for the third quarter of 2022 compared to approximately 72% of its capacity in the third quarter of 2021.~~

~~Operating revenue.~~ For the third quarter of 2022, operating revenue increased by $1.5 billion, or 13.2%, versus the third quarter of 2019 and increased by $5.1 billion, or 66.2%, versus the third quarter of 2021 due to the ongoing recovery from the


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~~COVID-19 pandemic accompanied by an increase~~Governmental Actions

We operate in complex, highly regulated environments in the ~~average yield.~~U.S., the European Union, the UK and other regions around the world. Compliance with laws, regulations, administrative practices and other restrictions or legal requirements in the countries in which we do business is onerous and expensive. In ~~fact,~~addition, changes to existing legal requirements, new legal requirements and any failure to comply with legal requirements could negatively impact our business, operations, financial condition, future results of operations, liquidity and financial flexibility by increasing the Company's ~~TRASM (as defined below)~~costs, limiting the Company's ability to offer a product, service or feature to customers, impacting customer demand for the ~~month of September was the third best of any month in~~Company's products and services and requiring changes to the Company's ~~history, excluding~~supply chain and its business. Legal requirements that we currently believe are or will be most impactful to our results of operations and financial condition include the following: governmental regulations and restrictions relating to the COVID-19 global pandemic, ~~months.~~

~~Operating expense.~~ ~~For~~ the ~~third quarter~~lasting effects of ~~2022, operating expense increased by $1.5 billion, or 15.3%, versus~~which we believe have changed how our customers fly in ways that we expect to be both positive and negative for the ~~third quarter~~Company, including the lingering impact of ~~2019, mostly~~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 Russian airspace as a ~~$1.5 billion~~result of the Russia-Ukraine military conflict and to Tel Aviv as a result of the Israeli-Palestinian military conflict and an escalation of the broader economic consequences of the conflicts beyond their current scope; and any legal requirement that would result in a reshaping of the benefits that we provide to our consumers through the co-branded credit cards issued by our partner. Changes in existing applicable legal requirements or new applicable legal requirements and the related interpretations and enforcement practices of them create uncertainty about how such laws and regulations will be interpreted and applied. As a result, the impact of changing and new legal requirements generally cannot be reasonably predicted and those requirements may ultimately require extensive system and operational changes, be difficult to implement, increase ~~in fuel~~our operating costs and by $4.7 billion, or 70.1%, versus the third quarter of 2021, mostly due to a $2.0 billion increase in fuel costs, a $1.1 billion 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.

~~Fourth Quarter 2022 Outlook~~

~~Capacity.~~ ~~The Company expects its scheduled capacity to be down approximately 9% to 10% in the fourth quarter of 2022 as compared to the same period in 2019.~~

~~Total revenue per available seat mile ("TRASM").~~ ~~The Company expects TRASM to increase approximately 24% to 25% in the fourth 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 11% to 12% in the fourth 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 fourth quarter of 2022.~~require significant capital expenditures.

RESULTS OF OPERATIONS

The following discussion provides an analysis of our results of operations and reasons for material changes therein for the three and nine months ended September 30, ~~2022,~~2023, as compared to the corresponding ~~period~~periods in ~~2021.~~2022.

Third Quarter ~~2022~~2023 Compared to Third Quarter ~~2021~~2022

The Company recorded net income of $1.1 billion for the third quarter of 2023 as compared to $942 million for the third quarter of ~~2022 as compared to net income of $473 million for the third quarter of 2021.~~2022. The Company considers a key measure of its performance to be operating income, which was $1.7 billion for the third quarter of 2023, as compared to $1.5 billion for the third quarter of 2022, ~~as compared to $1.0 billion for the third quarter of 2021, a $421~~an approximately $281 million increase ~~year-over-year.~~year-over-year, primarily as a result of increased demand for air travel and lower fuel costs. Significant components of the Company's operating results for the three months ended September 30 are as follows (in millions, except percentage changes):


		2022		2021		Increase (Decrease)		% Change		2023		2022		Increase (Decrease)		% Change
Operating revenue	Operating revenue	$	12,877	$	7,750	$	5,127	66.2	Operating revenue	$	14,484	$	12,877	$	1,607	12.5
Operating expense	Operating expense	11,419		6,713		4,706		70.1	Operating expense	12,745		11,419		1,326		11.6
Operating income	Operating income	1,458		1,037		421		40.6	Operating income	1,739		1,458		281		19.3
Nonoperating expense, net	Nonoperating expense, net	(305)		(434)		(129)		(29.7)	Nonoperating expense, net	(254)		(305)		(51)		(16.7)
Income tax expense	Income tax expense	211		130		81		62.3	Income tax expense	348		211		137		64.9
Net income	Net income	$	942	$	473	$	469	99.2	Net income	$	1,137	$	942	$	195	20.7


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Certain consolidated statistical information for the Company's operations for the three months ended September 30 is as follows:


		2022			2021			Increase (Decrease)		% Change		2023			2022			Increase (Decrease)		% Change
Passengers (thousands) (a)	Passengers (thousands) (a)	38,802			32,145			6,657		20.7	Passengers (thousands) (a)	44,381			38,802			5,579		14.4
Revenue passenger miles ("RPMs" or "traffic") (millions) (b)	Revenue passenger miles ("RPMs" or "traffic") (millions) (b)	59,087			41,031			18,056		44.0	Revenue passenger miles ("RPMs" or "traffic") (millions) (b)	67,691			59,087			8,604		14.6
Available seat miles ("ASMs" or "capacity") (millions) (c)	Available seat miles ("ASMs" or "capacity") (millions) (c)	67,695			53,886			13,809		25.6	Available seat miles ("ASMs" or "capacity") (millions) (c)	78,348			67,695			10,653		15.7
Passenger load factor (d)	Passenger load factor (d)	87.3		%	76.1		%	11.2 pts.		N/A	Passenger load factor (d)	86.4		%	87.3		%	(0.9) pts.		N/A
Passenger revenue per available seat mile ("PRASM") (cents)	Passenger revenue per available seat mile ("PRASM") (cents)	17.21			12.32			4.89		39.7	Passenger revenue per available seat mile ("PRASM") (cents)	17.04			17.21			(0.17)		(1.0)
TRASM (cents)		19.02			14.38			4.64		32.3
Total revenue per ASM ("TRASM") (cents)											Total revenue per ASM ("TRASM") (cents)	18.49			19.02			(0.53)		(2.8)
Average yield per revenue passenger mile ("Yield") (cents) (e)	Average yield per revenue passenger mile ("Yield") (cents) (e)	19.72			16.18			3.54		21.9	Average yield per revenue passenger mile ("Yield") (cents) (e)	19.72			19.72			—		—
Cargo revenue ton miles ("CTM") (millions) (f)	Cargo revenue ton miles ("CTM") (millions) (f)	733			758			(25)		(3.3)	Cargo revenue ton miles ("CTM") (millions) (f)	766			733			33		4.5
CASM (cents)		16.87			12.46			4.41		35.4
Cost per ASM ("CASM") (cents)											Cost per ASM ("CASM") (cents)	16.27			16.87			(0.60)		(3.6)
CASM-ex (Non-GAAP) (cents) (g)	CASM-ex (Non-GAAP) (cents) (g)	11.22			11.26			(0.04)		(0.4)	CASM-ex (Non-GAAP) (cents) (g)	11.51			11.22			0.29		2.6
Average price per gallon of fuel, including fuel taxes	Average price per gallon of fuel, including fuel taxes	$	3.81		$	2.14		$	1.67	78.0	Average price per gallon of fuel, including fuel taxes	$	2.95		$	3.81		$	(0.86)	(22.6)
Fuel gallons consumed (millions)	Fuel gallons consumed (millions)	985			800			185		23.1	Fuel gallons consumed (millions)	1,132			985			147		14.9
Employee headcount, as of September 30	Employee headcount, as of September 30	90,800			85,300			5,500		6.4	Employee headcount, as of September 30	102,000			90,800			11,200		12.3
(a) The number of revenue passengers measured by each flight segment flown.	(a) The number of revenue passengers measured by each flight segment flown.										(a) The number of revenue passengers measured by each flight segment flown.
(b) The number of scheduled miles flown by revenue passengers.	(b) The number of scheduled miles flown by revenue passengers.										(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.	(c) The number of seats available for passengers multiplied by the number of scheduled miles those seats are flown.										(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.	(d) Revenue passenger miles divided by available seat miles.										(d) Revenue passenger miles divided by available seat miles.
(e) The average passenger revenue received for each revenue passenger mile flown.	(e) The average passenger revenue received for each revenue passenger mile flown.										(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.	(f) The number of cargo revenue tons transported multiplied by the number of miles flown.										(f) The number of cargo revenue tons transported multiplied by the number of miles flown.
(g) Cost or operating expense per available seat mile ("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.
(g) CASM excluding fuel, profit sharing, third-party business expense and special charges. See "Supplemental Information" below for a reconciliation to CASM, the most directly comparable GAAP measure.											(g) CASM excluding fuel, profit sharing, third-party business expense and special charges. 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 September 30 (in millions, except for percentage changes):


		2022		2021		Increase (Decrease)		% Change		2023		2022		Increase (Decrease)		% Change
Passenger revenue	Passenger revenue	$	11,653	$	6,637	$	5,016	75.6	Passenger revenue	$	13,349	$	11,653	$	1,696	14.6
Cargo	Cargo	498		519		(21)		(4.0)	Cargo	333		498		(165)		(33.1)
Other operating revenue	Other operating revenue	726		594		132		22.2	Other operating revenue	802		726		76		10.5
Total operating revenue	Total operating revenue	$	12,877	$	7,750	$	5,127	66.2	Total operating revenue	$	14,484	$	12,877	$	1,607	12.5

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


		Increase (decrease) from 2021:																Increase (decrease) from 2022:
		Domestic			Atlantic			Pacific			Latin			Total				Domestic			Atlantic			Pacific			Latin			Total
Passenger revenue (in millions)	Passenger revenue (in millions)	$	2,212		$	2,057		$	437		$	310		$	5,016		Passenger revenue (in millions)	$	613		$	446		$	599		$	38		$	1,696
Passenger revenue	Passenger revenue	45.7		%	244.9		%	209.1		%	41.7		%	75.6		%	Passenger revenue	8.7		%	15.4		%	92.7		%	3.6		%	14.6		%
Average fare per passenger	Average fare per passenger	27.4		%	30.2		%	0.4		%	41.3		%	45.5		%	Average fare per passenger	(4.9)		%	6.8		%	7.4		%	(4.3)		%	0.2		%
Yield	Yield	24.0		%	38.2		%	(21.7)		%	28.3		%	21.9		%	Yield	(1.7)		%	6.6		%	2.9		%	(5.8)		%	—		%
PRASM	PRASM	31.0		%	84.6		%	88.0		%	49.7		%	39.7		%	PRASM	(2.1)		%	4.0		%	3.8		%	(5.9)		%	(1.0)		%
Passengers	Passengers	14.3		%	164.8		%	207.8		%	0.3		%	20.7		%	Passengers	14.3		%	8.1		%	79.4		%	8.3		%	14.4		%
RPMs	RPMs	17.4		%	149.4		%	294.6		%	10.4		%	44.0		%	RPMs	10.5		%	8.3		%	87.3		%	9.9		%	14.6		%
ASMs	ASMs	11.2		%	86.9		%	64.4		%	(5.3)		%	25.6		%	ASMs	10.9		%	10.9		%	85.7		%	10.1		%	15.7		%
Passenger load factor (points)	Passenger load factor (points)	4.6			22.3			47.9			12.5			11.2			Passenger load factor (points)	(0.3)			(2.2)			0.7			(0.1)			(0.9)

Passenger revenue increased ~~$5.0~~$1.7 billion, or ~~75.6%~~14.6%, in the third quarter of ~~2022~~2023 as compared to the year-ago period, primarily due to ~~the ongoing recovery~~a 15.7% increase in ~~air travel that was impacted~~capacity, partially offset by ~~the COVID-19 pandemic and strength~~a slight decrease in ~~the pricing environment as a result of inflationary pressures on fuel prices and other costs.~~passenger load factor.


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Cargo revenue decreased ~~$21~~$165 million, or ~~4.0%~~33.1%, in the third quarter of ~~2022~~2023 as compared to the year-ago period, primarily due to lower yields as a result of increased market capacity and ~~lower domestic mail volumes.~~rate pressures.

Other operating revenue increased ~~$132~~$76 million, or ~~22.2%~~10.5%, in the third quarter of ~~2022~~2023 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,~~N.A., as well as an increase in the purchases of United Club memberships, visitor volume and purchases of one-time lounge ~~passes in the current year.~~passes.

Operating Expenses. The table below includes data related to the Company's operating expenses for the three months ended September 30 (in millions, except for percentage changes):


		2022		2021		Increase (Decrease)		% Change		2023		2022		Increase (Decrease)		% Change (a)
Salaries and related costs									Salaries and related costs	$	3,914	$	2,843	$	1,071	37.7
Aircraft fuel	Aircraft fuel	$	3,755	$	1,710	$	2,045	119.6	Aircraft fuel	3,342		3,755		(413)		(11.0)
Salaries and related costs		2,843		2,487		356		14.3
Landing fees and other rent	Landing fees and other rent	639		652		(13)		(2.0)	Landing fees and other rent	801		639		162		25.4
Aircraft maintenance materials and outside repairs	Aircraft maintenance materials and outside repairs	619		346		273		78.9	Aircraft maintenance materials and outside repairs	684		619		65		10.5
Depreciation and amortization	Depreciation and amortization	610		623		(13)		(2.1)	Depreciation and amortization	663		610		53		8.7
Regional capacity purchase	Regional capacity purchase	596		520		76		14.6	Regional capacity purchase	592		596		(4)		(0.7)
Distribution expenses	Distribution expenses	482		218		264		121.1	Distribution expenses	516		482		34		7.1
Aircraft rent	Aircraft rent	65		58		7		12.1	Aircraft rent	46		65		(19)		(29.2)
Special charges (credits)		20		(1,098)		1,118		NM
Special charges									Special charges	29		20		9		NM
Other operating expenses	Other operating expenses	1,790		1,197		593		49.5	Other operating expenses	2,158		1,790		368		20.6
Total operating expenses	Total operating expenses	$	11,419	$	6,713	$	4,706	70.1	Total operating expenses	$	12,745	$	11,419	$	1,326	11.6
(a) NM - Greater than 100% change or otherwise not meaningful.									(a) NM - Greater than 100% change or otherwise not meaningful.

~~Aircraft fuel expense~~Salaries and related costs increased ~~by $2~~$1.1 billion, or ~~119.6%~~37.7%, in the third quarter of ~~2022~~2023 as compared to the year-ago period, primarily due to approximately 12% increase in headcount from increased flight activity, accruals for pay rate increases related to a new collective bargaining agreement with employees represented by the Air Line Pilots Association ("ALPA"), annual wage rate increases across employee groups and an increase of $293 million in profit sharing expense due to both an increase in pre-tax income and a change in the profit sharing formula as a result of the new pilot agreement.

Aircraft fuel expense decreased by $413 million, or 11.0%, in the third quarter of 2023 as compared to the year-ago period, due to ~~both~~ a ~~higher~~lower average price per gallon of fuel, ~~and~~partially offset by 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 September 30, ~~2022~~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	$	3,755	$	1,710	119.6	%	$	3.81	$	2.14	78.0	%	Fuel expense	$	3,342	$	3,755	$	(413)	(11.0)	%
Fuel consumption (gallons)	Fuel consumption (gallons)	985		800		23.1	%							Fuel consumption (gallons)	1,132		985		147		14.9	%
Average price per gallon														Average price per gallon	$	2.95	$	3.81	$	(0.86)	(22.6)	%

~~Salaries~~Landing fees and ~~related costs~~other rent increased ~~$356~~$162 million, or ~~14.3%~~25.4%, in the third quarter of ~~2022~~2023 as compared to the year-ago period, primarily due to ~~an increase in headcount, volume-driven pay from~~ increased ~~flight activity in the third quarter~~flying driving higher landed weight volume and a higher number of ~~2022 and $57 million of employee retention credits under the CARES Act in the third quarter of 2021 that did not occur in the current period, among other factors.~~enplaned passengers.

Aircraft maintenance materials and outside repairs increased ~~$273~~$65 million, or ~~78.9%~~10.5%, in the third quarter of ~~2022~~2023 as compared to the year-ago period, primarily due to increased flight activity driving higher maintenance materials usage and increased volumes of ~~flying, increased~~both engine overhauls ~~contractual rate escalations, increased materials purchases~~ and airframe heavy maintenance checks.

~~Regional capacity purchase~~Depreciation expense increased ~~$76~~$53 million, or ~~14.6%~~8.7%, in the third quarter of ~~2022~~2023 as compared to the year-ago period, primarily due to rate increases under various capacity purchase agreements with regional carriers as a result of the expiration of the CARES Act credits received in the prior year, partially offset by lower regional capacity.new aircraft inducted into service.

Distribution expenses increased ~~$264~~$34 million, or ~~121.1%~~7.1%, in the third quarter of ~~2022~~2023 as compared to the year-ago period, primarily due to higher credit card fees, ~~higher travel~~ agency commissions and ~~higher volumes of~~ global distribution fees ~~as a result of~~driven by the overall increase in passenger ~~revenue and impacted by the mix of leisure travel and business travel, which requires the use of higher cost distribution channels and forms of payment.~~revenue.


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Details of the Company's special charges ~~(credits)~~ include the following for the three months ended September 30 (in millions):
2022 2021
CARES Act grant $ — $ (1,132)
Severance and benefit costs — 5
Impairment of assets — 46
(Gains) losses on sale of assets and other special charges 20 (17)
Special charges (credits) $ 20 $ (1,098)


	2023		2022


Labor contract ratification bonuses	$	1	$	—
(Gains) losses on sale of assets and other special charges	28		20
Special charges	$	29	$	20

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).~~charges.

Other operating expenses increased ~~$593~~$368 million, or ~~49.5%~~20.6%, in the third quarter of ~~2022~~2023 as compared to the year ago period, primarily due to increases in ground handling, passenger services, food and beverage offerings and consumption, 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 September 30 (in millions, except for percentage changes):


		2022		2021		Increase (Decrease)		% Change		2023		2022		Increase (Decrease)		% Change
Interest expense	Interest expense	$	(455)	$	(449)	$	6	1.3	Interest expense	$	(493)	$	(455)	$	38	8.4
Interest income									Interest income	234		104		130		NM
Interest capitalized	Interest capitalized	27		18		9		50.0	Interest capitalized	48		27		21		77.8
Interest income		104		11		93		NM
Unrealized gains (losses) on investments, net	Unrealized gains (losses) on investments, net	28		(34)		62		NM	Unrealized gains (losses) on investments, net	(54)		28		(82)		NM
Miscellaneous, net	Miscellaneous, net	(9)		20		(29)		(145.0)	Miscellaneous, net	11		(9)		(20)		NM
Total	Total	$	(305)	$	(434)	$	(129)	(29.7)	Total	$	(254)	$	(305)	$	(51)	(16.7)

Interest expense increased $38 million, or 8.4%, in the third quarter of 2023 as compared to the year-ago period, primarily due to higher interest rates on variable rate debt and new debt issuances in the current period, partially offset by reduced interest expense on the prepayment of $1.0 billion of debt in the second quarter of 2023.

Interest income increased ~~$93~~$130 million in the third quarter of ~~2022~~2023 as compared to the year-ago period, primarily due to higher short-term investments in U.S. government and agency notes. ~~See Note 6 to the financial statements included in Part I, Item 1 of this report for additional information.~~

Unrealized ~~gains~~losses on investments, net, was ~~$28~~$54 million in the third quarter of ~~2022~~2023 as compared to ~~$34~~$28 million in unrealized ~~losses~~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 $29 million in the third quarter of 2022 as compared to the year-ago period, primarily due to higher foreign exchange losses recorded in 2022 and adjustments relating to debt extinguishment and modification fees recorded in 2021. 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 Nine Months ~~2022~~2023 Compared to First Nine Months ~~2021~~2022

The Company recorded net income of $2.0 billion in the first nine months of 2023 as compared to a net loss of $106 million in the first nine months of ~~2022 as compared to a net loss of $1.3~~2022. The Company's operating income was $3.2 billion infor the first nine months of ~~2021. The Company considers a key measure of its performance~~2023, as compared to ~~be operating income, which was~~ $960 million for the first nine months of 2022, ~~as compared to an operating loss of $614 million for the first nine months of 2021,~~ an approximately ~~$1.6~~$2.3 billion increase year-over-year, primarily as a result of increased demand for air ~~travel.~~travel and lower fuel costs. Significant components of the Company's operating results for the nine months ended September 30 are as follows (in millions, except percentage changes):


	2023		2022		Increase (Decrease)		% Change
Operating revenue	$	40,091	$	32,555	$	7,536	23.1
Operating expense	36,878		31,595		5,283		16.7
Operating income	3,213		960		2,253		NM
Nonoperating expense, net	(597)		(1,100)		(503)		(45.7)
Income tax expense (benefit)	598		(34)		632		NM
Net income (loss)	$	2,018	$	(106)	$	2,124	NM


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~~percentage changes):~~
2022 2021 Increase (Decrease) % Change
Operating revenue $ 32,555 $ 16,442 $ 16,113 98.0
Operating expense 31,595 17,056 14,539 85.2
Operating income (loss) 960 (614) 1,574 256.4
Nonoperating expense, net (1,100) (1,098) 2 0.2
Income tax benefit (34) (394) (360) (91.4)
Net loss $ (106) $ (1,318) $ (1,212) (92.0)

Certain consolidated statistical information for the Company's operations for the nine months ended September 30 is as follows:


		2022			2021			Increase (Decrease)		% Change		2023			2022			Increase (Decrease)		% Change
Passengers (thousands)	Passengers (thousands)	106,058			70,728			35,330		50.0	Passengers (thousands)	123,148			106,058			17,090		16.1
RPMs (millions)	RPMs (millions)	152,033			86,793			65,240		75.2	RPMs (millions)	183,764			152,033			31,731		20.9
ASMs (millions)	ASMs (millions)	183,564			123,869			59,695		48.2	ASMs (millions)	217,606			183,564			34,042		18.5
Passenger load factor	Passenger load factor	82.8		%	70.1		%	12.7 pts.		N/A	Passenger load factor	84.4		%	82.8		%	1.6 pts.		N/A
PRASM (cents)	PRASM (cents)	15.71			10.75			4.96		46.1	PRASM (cents)	16.83			15.71			1.12		7.1
TRASM (cents)	TRASM (cents)	17.73			13.27			4.46		33.6	TRASM (cents)	18.42			17.73			0.69		3.9
Yield (cents)	Yield (cents)	18.96			15.35			3.61		23.5	Yield (cents)	19.93			18.96			0.97		5.1
CTM (millions)	CTM (millions)	2,276			2,415			(139)		(5.8)	CTM (millions)	2,265			2,276			(11)		(0.5)
CASM (cents)	CASM (cents)	17.21			13.77			3.44		25.0	CASM (cents)	16.95			17.21			(0.26)		(1.5)
CASM-ex (Non-GAAP) (cents) (a)	CASM-ex (Non-GAAP) (cents) (a)	11.74			13.40			(1.66)		(12.4)	CASM-ex (Non-GAAP) (cents) (a)	11.94			11.74			0.20		1.7
Average price per gallon of fuel, including fuel taxes	Average price per gallon of fuel, including fuel taxes	$	3.67		$	1.98		$	1.69	85.4	Average price per gallon of fuel, including fuel taxes	$	2.97		$	3.67		$	(0.70)	(19.1)
Fuel gallons consumed (millions)	Fuel gallons consumed (millions)	2,672			1,915			757		39.5	Fuel gallons consumed (millions)	3,146			2,672			474		17.7
Employee headcount, as of September 30	Employee headcount, as of September 30	90,800			85,300			5,500		6.4	Employee headcount, as of September 30	102,000			90,800			11,200		12.3
																					(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 nine months ended September 30 (in millions, except for percentage changes):


		2022		2021		Increase (Decrease)		% Change		2023		2022		Increase (Decrease)		% Change
Passenger revenue	Passenger revenue	$	28,830	$	13,319	$	15,511	116.5	Passenger revenue	$	36,625	$	28,830	$	7,795	27.0
Cargo	Cargo	1,699		1,622		77		4.7	Cargo	1,093		1,699		(606)		(35.7)
Other operating revenue	Other operating revenue	2,026		1,501		525		35.0	Other operating revenue	2,373		2,026		347		17.1
Total operating revenue	Total operating revenue	$	32,555	$	16,442	$	16,113	98.0	Total operating revenue	$	40,091	$	32,555	$	7,536	23.1

The table below presents selected passenger revenue and operating data, broken out by geographic region, expressed as year-over-year changes for the nine months ended September 30, ~~2022~~2023 compared to the nine months ended September 30, ~~2021:~~2022:


		Increase (decrease) from 2021:																Increase (decrease) from 2022:
		Domestic			Atlantic			Pacific			Latin			Consolidated				Domestic			Atlantic			Pacific			Latin			Total
Passenger revenue (in millions)	Passenger revenue (in millions)	$	8,876		$	4,511		$	871		$	1,253		$	15,511		Passenger revenue (in millions)	$	3,143		$	2,085		$	2,021		$	546		$	7,795
Passenger revenue	Passenger revenue	90.2		%	329.5		%	202.6		%	74.8		%	116.5		%	Passenger revenue	16.8		%	35.5		%	NM			18.6		%	27.0		%
Average fare per passenger	Average fare per passenger	32.2		%	26.3		%	(3.6)		%	33.0		%	44.4		%	Average fare per passenger	1.7		%	10.5		%	10.1		%	12.8		%	9.4		%
Yield	Yield	26.9		%	39.5		%	(21.0)		%	20.2		%	23.5		%	Yield	4.1		%	10.7		%	(1.9)		%	11.8		%	5.1		%
PRASM	PRASM	37.5		%	104.3		%	88.0		%	49.3		%	46.1		%	PRASM	4.0		%	11.4		%	27.7		%	18.1		%	7.1		%
Passengers	Passengers	43.9		%	240.1		%	213.8		%	31.4		%	50.0		%	Passengers	14.9		%	22.6		%	NM			5.2		%	16.1		%
RPMs	RPMs	49.9		%	207.9		%	282.9		%	45.5		%	75.2		%	RPMs	12.2		%	22.3		%	NM			6.1		%	20.9		%
ASMs	ASMs	38.3		%	110.1		%	60.8		%	17.1		%	48.2		%	ASMs	12.3		%	21.6		%	NM			0.5		%	18.5		%
Passenger load factor (points)	Passenger load factor (points)	6.6			26.2			36.5			16.1			12.7			Passenger load factor (points)	(0.1)			0.5			18.9			4.6			1.6

Passenger revenue increased $7.8 billion, or 27.0%, in the first nine months of 2023 as compared to the year-ago period, primarily due to an 18.5% increase in capacity as well as strength in both yield and passenger load factor.

Cargo revenue decreased $606 million, or 35.7%, in the first nine months of 2023 as compared to the year-ago period, primarily due to lower yields as a result of increased market capacity and rate pressures.

Other operating revenue increased $347 million, or 17.1%, in the first nine months of 2023 as compared to the year-ago period, primarily due to an increase in mileage revenue from non-airline partners, including credit card spending and new credit card member acquisitions with the co-branded credit card partner, JPMorgan Chase Bank, N.A., as well as United Club re-openings and related increases in the purchases of United Club memberships and one-time lounge passes as compared to the year-ago period.


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Passenger revenue increased $15.5 billion, or 116.5%, in the first nine 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 $77 million, or 4.7%, in the first nine months of 2022 as compared to the year-ago period, primarily due to higher yields on freight revenue from strong global demand, primarily in the first quarter of 2022. Cargo revenue was especially high in 2021 due to the limited market capacity, lower passenger load factors and the utilization of cargo-only flights in the first half of 2021.

Other operating revenue increased $525 million, or 35.0%, in the first nine 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., as well as United Club re-openings and increased member volumes compared to the prior year.

Operating Expenses. The table below includes data related to the Company's operating expenses for the nine months ended September 30 (in millions, except for percentage changes):


		2022		2021		Increase (Decrease)		% Change		2023		2022		Increase (Decrease)		% Change
Salaries and related costs									Salaries and related costs	$	10,946	$	8,466	$	2,480	29.3
Aircraft fuel	Aircraft fuel	$	9,796	$	3,793	$	6,003	158.3	Aircraft fuel	9,336		9,796		(460)		(4.7)
Salaries and related costs		8,466		6,987		1,479		21.2
Landing fees and other rent	Landing fees and other rent	1,919		1,735		184		10.6	Landing fees and other rent	2,283		1,919		364		19.0
Aircraft maintenance materials and outside repairs									Aircraft maintenance materials and outside repairs	2,072		1,553		519		33.4
Depreciation and amortization	Depreciation and amortization	1,832		1,866		(34)		(1.8)	Depreciation and amortization	1,987		1,832		155		8.5
Regional capacity purchase	Regional capacity purchase	1,728		1,546		182		11.8	Regional capacity purchase	1,806		1,728		78		4.5
Aircraft maintenance materials and outside repairs		1,553		917		636		69.4
Distribution expenses	Distribution expenses	1,101		442		659		149.1	Distribution expenses	1,406		1,101		305		27.7
Aircraft rent	Aircraft rent	193		165		28		17.0	Aircraft rent	151		193		(42)		(21.8)
Special charges (credits)		124		(3,423)		3,547		NM
Special charges									Special charges	902		124		778		NM
Other operating expenses	Other operating expenses	4,883		3,028		1,855		61.3	Other operating expenses	5,989		4,883		1,106		22.7
Total operating expenses	Total operating expenses	$	31,595	$	17,056	$	14,539	85.2	Total operating expenses	$	36,878	$	31,595	$	5,283	16.7

~~Aircraft fuel expense~~Salaries and related costs increased ~~$6.0~~$2.5 billion, or ~~158.3%~~29.3%, in the first nine months of ~~2022~~2023 as compared to the year-ago period, primarily due to approximately 12% increase in headcount from increased flight activity, accruals for pay rate increases related to a new collective bargaining agreement with employees represented by ALPA, annual wage rate increases across employee groups and an increase of $513 million in profit sharing expense due to both an increase in pre-tax income and a ~~higher~~change in the profit sharing formula as a result of the new pilot agreement.

Aircraft fuel expense decreased $460 million, or 4.7%, in the first nine months of 2023 as compared to the year-ago period, primarily due to a lower average price per gallon of fuel, ~~and~~partially offset by 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 nine months ended September 30, ~~2022,~~2023, as compared to the year-ago ~~period:~~
(In millions) Average price per gallon
2022 2021 % Change 2022 2021 % Change
Fuel expense $ 9,796 $ 3,793 158.3 % $ 3.67 $ 1.98 85.4 %
Fuel consumption (gallons) 2,672 1,915 39.5 %
period (in millions, except percentage change and per gallon data):

~~Salaries~~


	2023		2022		Increase (Decrease)		% Change
Fuel expense	$	9,336	$	9,796	$	(460)	(4.7)	%
Fuel consumption (gallons)	3,146		2,672		474		17.7	%
Average price per gallon	$	2.97	$	3.67	$	(0.70)	(19.1)	%

Landing fees and ~~related costs~~other rent increased ~~$1.5 billion,~~$364 million, or ~~21.2%~~19.0%, in the first nine months of ~~2022~~2023 as compared to the year-ago period, primarily due to increased ~~headcount, volume-driven pay from~~flying driving higher landed weight volume and a higher number of enplaned passengers.

Aircraft maintenance materials and outside repairs increased ~~flight activity and $405 million of employee retention credits under the CARES Act in the first nine months of 2021 that did not occur in the current period, among other factors.~~

~~Landing fees and other rent increased $184~~$519 million, or ~~10.6%~~33.4%, in the first nine months of ~~2022~~2023 as compared to the year-ago period, primarily due to ~~an increase in landed weight volume as a result of~~ increased flight ~~activity.~~activity and increased volumes of both engine overhauls and airframe heavy maintenance checks.

~~Regional capacity purchase~~Depreciation expense increased ~~$182~~$155 million, or ~~11.8%~~8.5%, in the ~~third quarter~~first nine months of ~~2022~~2023 as compared to the year-ago period, primarily due to new aircraft inducted into service.

Regional capacity purchase increased $78 million, or 4.5%, in the first nine months of 2023 as compared to the year-ago period despite an approximately 16% reduction in regional capacity, primarily due to rate increases under various capacity purchase agreements with regional ~~carriers as a result of the expiration of the CARES Act credits received in the prior year.~~carriers.

~~Aircraft maintenance materials and outside repairs~~Distribution expenses increased ~~$636~~$305 million, or ~~69.4%~~27.7%, in the first nine months of ~~2022~~2023 as compared to the year-ago period, primarily due to higher ~~volumes~~credit card fees, travel agency commissions and global distribution fees driven by the overall increase in passenger revenue.

Details of ~~flying, increased engine overhauls, higher repair volumes, heavy airframe checks and contractual rate escalations.~~the Company's special charges include the following for the nine months ended September 30 (in millions):


	2023		2022
Labor contract ratification bonuses	$	814	$	—
(Gains) losses on sale of assets and other special charges	88		124
Special charges	$	902	$	124


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Distribution expenses increased $659 million, or 149.1%, in the first nine months of 2022 as compared to the year-ago period, primarily due to higher credit card fees, higher travel agency commissions and higher volumes 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 nine months ended September 30 (in millions):~~
2022 2021
CARES Act grant $ — $ (4,021)
Severance and benefit costs — 433
Impairment of assets — 105
(Gains) losses on sale of assets and other special charges 124 60
Special charges (credits) $ 124 $ (3,423)

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).~~charges.

Other operating expenses increased ~~$1.9~~$1.1 billion, or ~~61.3%~~22.7%, in the first nine months of ~~2022~~2023 as compared to the year-ago period, primarily due to increases in ground handling, passenger services, food and beverage offerings and consumption, 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 following table illustrates the year-over-year dollar and percentage changes in the Company's nonoperating income (expense) for the nine months ended September 30 (in millions, except for percentage changes):


		2022		2021		Increase (Decrease)		% Change		2023		2022		Increase (Decrease)		% Change
Interest expense	Interest expense	$	(1,299)	$	(1,228)	$	71	5.8	Interest expense	$	(1,472)	$	(1,299)	$	173	13.3
Interest income									Interest income	620		142		478		NM
Interest capitalized	Interest capitalized	73		57		16		28.1	Interest capitalized	128		73		55		75.3
Interest income		142		30		112		373.3
Unrealized gains (losses) on investments, net	Unrealized gains (losses) on investments, net	(12)		91		(103)		NM	Unrealized gains (losses) on investments, net	54		(12)		(66)		NM
Miscellaneous, net	Miscellaneous, net	(4)		(48)		(44)		(91.7)	Miscellaneous, net	73		(4)		(77)		NM
Total	Total	$	(1,100)	$	(1,098)	$	2	0.2	Total	$	(597)	$	(1,100)	$	(503)	(45.7)

Interest expense increased ~~$71~~$173 million, or ~~5.8%~~13.3%, in the first nine months of ~~2022~~2023 as compared to the year-ago period, primarily due to higher interest rates on variable rate ~~debt.~~debt and new debt issuances in the current period, partially offset by reduced interest expense on the prepayment of $1.0 billion of debt in the second quarter of 2023.

Interest income increased ~~$112~~$478 million ~~or 373.3%,~~ in the first nine months of ~~2022~~2023 as compared to the year-ago period, primarily due to higher short-term investments in U.S. government and agency notes. See Note 6 to the financial statements included in Part I, Item 1 of this report for additional information.

Unrealized ~~losses~~gains on investments, net, was ~~$12~~$54 million in the first nine months of ~~2022~~2023 as compared to ~~$91~~$12 million in unrealized ~~gains~~losses 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 $44~~changed by $77 million in the first nine months of ~~2022~~2023 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 nine months of 2021 partially offset by higher~~lower foreign exchange losses ~~recorded in 2022. See Notes 5~~ and ~~9 to~~higher benefit from the ~~financial statements included in Part I, Item 1 of this report for additional information.~~pensions and postretirement benefit plans.

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


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As of September 30, ~~2022,~~2023, the Company had ~~$18.7~~$17.1 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~~stockholder 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 September 30, ~~2022.~~2023.

We have a significant amount of fixed obligations, including debt, leases of aircraft, airport and other facilities, and pension funding obligations. As of September 30, ~~2022,~~2023, the Company had approximately ~~$38.4~~$36.7 billion of debt, finance lease, operating lease and ~~sale-leaseback obligations,~~other financial liabilities, including ~~$4.5~~$4.6 billion that will become due in the next 12 months. In addition, we have


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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 September 30, ~~2022,~~2023, UAL and United were in compliance with their respective debt covenants. As of September 30, ~~2022,~~2023, a substantial portion of the Company's assets, principally aircraft and certain 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 $4.7 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). The 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 September 30, ~~2022,~~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:


		Contractual Aircraft Deliveries			Expected Aircraft Deliveries (b)
Aircraft Type	Number of Firm Commitments (a)	Last Three Months of 2023	2024	After 2024	Last Three Months of 2023	2024	After 2024
787	150	—	8	142	—	8	142
737 MAX	374	73	100	201	20	77	277
A321neo	130	4	26	100	4	26	100
A321XLR	50	—	—	50	—	—	50
A350	45	—	—	45	—	—	45
(a) United also has options and purchase rights for additional aircraft.
(b) Expected aircraft deliveries reflect adjustments communicated by Boeing and Airbus or estimated by United.

On September 28, 2023, United entered into a supplemental agreement with Boeing, ~~notified~~pursuant to which United ~~that three~~exercised options to purchase 50 Boeing ~~787~~787-9 aircraft scheduled for delivery ~~in 2022~~between 2028 and 152031 and was granted options to purchase up to an additional 50 Boeing ~~737 MAX~~787 aircraft. In addition, on September 29, 2023, United entered into an amendment to the A320 Family Purchase Agreement, dated December 19, 2019, as amended, with Airbus, pursuant to which United exercised purchase rights to purchase 60 A321neo aircraft scheduled for delivery ~~in 2023, all as shown in the~~between 2028 and 2030 and was granted purchase rights to purchase up to an additional 40 A321neo aircraft. The table above reflects the number of firm commitments related to these agreements as well as the contractual and expected aircraft deliveries.

The table below summarizes United's firm commitments as of September 30, 2023, which include aircraft and related spare engines, aircraft improvements and non-aircraft capital commitments. Aircraft commitments are ~~now expected to deliver in 2023~~based on contractual scheduled aircraft deliveries without any adjustments communicated by Boeing and 2024, respectively. In addition to Boeing’s notification, United estimates that seven additional Boeing 737 MAX aircraft scheduled for delivery in 2022, as shown in the table above, will deliver in 2023.Airbus or estimated by United.

~~United has an agreement to purchase eight used Bombardier CRJ550 aircraft in the last three months of 2022.~~


(in billions)
Last three months of 2023	$	4.6
2024	8.8
2025	8.0
2026	6.1
2027	5.0
After 2027	29.6
	$	62.1


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(in billions)
Last three months of 2022 $ 3.0
2023 8.4
2024 6.9
2025 4.4
2026 3.4
After 2026 8.5
$ 34.6

Sources and Uses of Cash

The following table summarizes our cash flows for the nine months ended September 30 (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	$	4,908	$	2,336	$	2,572	Operating activities	$	7,821	$	4,908	$	2,913
Investing activities	Investing activities	(9,442)		(1,324)		8,118		Investing activities	(5,363)		(9,442)		(4,079)
Financing activities	Financing activities	(2,472)		6,971		(9,443)		Financing activities	(1,769)		(2,472)		(703)
Net increase (decrease) in cash, cash equivalents and restricted cash	Net increase (decrease) in cash, cash equivalents and restricted cash	$	(7,006)	$	7,983	$	(14,989)	Net increase (decrease) in cash, cash equivalents and restricted cash	$	689	$	(7,006)	$	7,695

Operating Activities. Cash flows provided by operations increased ~~$2.6~~$2.9 billion in the first nine months of ~~2022~~2023 as compared to the year-ago period, primarily due to ~~higher profitability~~an increase in operating income as improvements in the demand for air travel ~~continued and an approximately $0.9 billion increase in advance ticket sales associated with the overall travel demand recovery.~~continued.

Investing Activities. Cash flows used in investing activities ~~increased $8.1~~decreased $4.1 billion in the first nine months of ~~2022~~2023 as compared to the year-ago period, primarily due to a $7.6 billion increase in proceeds from the ~~purchase~~sale of short-term and other ~~investments.~~investments, partially offset by a $2.8 billion increase in capital expenditures. Capital expenditures ~~were approximately $2.3 billion and $1.6 billion for the nine months ended September 30, 2022 and 2021, respectively. Capital expenditures for the nine months ended September 30, 2022~~ were primarily attributable to the purchase of aircraft, ~~and~~ aircraft ~~improvements. Capital expenditures for the nine months ended September 30, 2021 were primarily attributable to~~improvements and advance deposits for future aircraft purchases.

Financing Activities. Significant financing events in the nine months ended September 30, ~~2022 and 2021~~2023 were as follows:

Debt, Finance Lease and Other Financing Liability Principal Payments. During the nine months ended September 30, 2023 and 2022, the Company made payments for debt, finance leases, and other financing liabilities of $3.4 billion and $2.6 ~~billion. During~~billion, respectively. The payments in the first nine months ~~ended September 30,~~of 2023 included a prepayment of $1.0 billion for a 2021 term loan facility.

Debt and Other Financing Liabilities Issuances. On June 20, 2023, the Company ~~made payments~~and Wilmington Trust, National Association, as subordination agent and pass through trustee (the "Trustee") under a certain pass through trust newly formed by the Company, entered into the Note Purchase Agreement, dated as of June 20, 2023 (the "Note Purchase Agreement"). The Note Purchase Agreement provides for ~~debt, finance leases and other financing liabilities~~the issuance by the Company of ~~$4.6 billion, primarily for repayments of $1.4 billion~~equipment notes (the "Equipment Notes") in the aggregate principal amount ~~outstanding~~of $1.3 billion to finance 39 Boeing aircraft delivered new to the Company from August 2022 to May 2023. Pursuant to the Note Purchase Agreement, the Trustee purchased Equipment Notes issued under a ~~2017 term loan facility, $1.0 billion aggregate principal amount outstanding under a 2017 revolving credit facility~~trust indenture and ~~$520 million aggregate principal amount outstanding under a CARES Act loan.~~

~~Debt Issuances.~~ ~~During~~mortgage (each, an "Indenture" and, collectively, the ~~nine months ended September 30, 2022, United received~~"Indentures") with respect to each aircraft entered into by the Company and ~~recorded $220 million from aircraft financings.~~

~~During the nine months ended September 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~~Wilmington Trust, National Association, as ~~debt from the enhanced equipment trust certificates pass-through trusts established in February 2021;~~

•~~$5.0 billion from a new term loan; and~~

•~~$4.0 billion from~~mortgagee. Each Indenture provides for the issuance of ~~4.375% senior secured notes~~Equipment Notes in a single series, Series A, bearing interest at the rate of 5.80% per annum. The Equipment Notes were purchased by the Trustee, using the proceeds from the sale of Pass Through Certificates, Series 2023-1A, issued by a pass through trust newly-formed by the Company to facilitate the financing of the aircraft. The interest on the Equipment Notes is payable semi-annually on each January 15 and July 15, beginning on January 15, 2024. The principal payments on the Equipment Notes are scheduled on January 15 and July 15 of each year, beginning on July 15, 2024. The final payments on the Equipment Notes will be due ~~2026 and 4.625% senior secured notes due 2029.~~on January 15, 2036.


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

Credit Ratings. As of the filing date of this report, UAL and United had the 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.

These credit ratings are below investment grade levels; however, the Company has been able to secure financing with investment grade credit ratings for certain enhanced equipment trust certificates, 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 rating agency and is not a recommendation to 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.


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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 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.

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) for the three and nine months ended September 30, 2022, September 30, 2021, and September 30, 2019, and the three months and the year ended December 31, 2019measure (CASM) (in cents):


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Three Months Ended
September 30, Nine Months Ended
September 30, Three Months Ended December 31, Year Ended December 31,
2022 2021 2019 2022 2021 2019 2019 2019
(in cents)
CASM (GAAP) 16.87 12.46 13.20 17.21 13.77 13.52 14.11 13.67
Special charges (credits) 0.03 (2.04) 0.04 0.07 (2.76) 0.05 0.18 0.09
Third-party business expenses 0.06 0.07 0.07 0.06 0.07 0.06 0.07 0.06
Fuel expense 5.55 3.17 3.05 5.34 3.06 3.13 3.16 3.14
Profit sharing 0.01 — 0.24 — — 0.17 0.17 0.17
CASM-ex (Non-GAAP) 11.22 11.26 9.80 11.74 13.40 10.11 10.53 10.21
(in millions, except percentages)
Operating income (loss) (GAAP) $ 1,458 $ 1,037 $ 1,473 $ 960 $ (614) $ 3,440 $ 861 $ 4,301
Special charges (credits) 20 (1,098) 27 124 (3,423) 116 130 246
Adjusted operating income (loss) (Non-GAAP) $ 1,478 $ (61) $ 1,500 $ 1,084 $ (4,037) $ 3,556 $ 991 $ 4,547
Operating margin 11.3 % 13.4 % 12.9 % 2.9 % (3.7) % 10.6 % 7.9 % 9.9 %
Adjusted operating margin (Non-GAAP) 11.5 % (0.8) % 13.2 % 3.3 % (24.6) % 11.0 % 9.1 % 10.5 %

~~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.~~


	Three Months Ended September 30,		Nine Months Ended September 30,
	2023	2022	2023	2022
CASM (GAAP)	16.27	16.87	16.95	17.21
Fuel expense	4.26	5.55	4.29	5.34
Special charges	0.04	0.03	0.42	0.07
Profit sharing	0.39	0.01	0.24	—
Third-party business expenses	0.07	0.06	0.06	0.06
CASM-ex (Non-GAAP)	11.51	11.22	11.94	11.74

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, Item 2,2. 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-related strategy initiatives 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, 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 ~~commitments, strategies~~ 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," "pledge," "confident," "optimistic," ~~"dedicated"~~"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


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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


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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;~~events (including the continuation of the suspension of our overflying in Russian airspace as a result of the Russia-Ukraine military conflict and to Tel Aviv as a result of the Israeli-Palestinian military conflict and an escalation of the broader economic consequences of the conflicts beyond their current scope); 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 2022 Form 10-K and Part II, Item 1A. Risk Factors of this report, and under "Economic and Market Factors" and "Governmental Actions" 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 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 September 30, ~~2022,~~2023, disclosure controls and procedures were effective.

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

During the three months ended September 30, ~~2022,~~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)~~1934, as amended (the "Exchange Act")).

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

There have been no material changes from the risk factors disclosed in Part I, Item 1A., Risk Factors of the 2022 Form 10-K except for the changes to the following risk factor related to the monetary and operational costs of compliance with extensive government regulation of the airline industry:

The airline industry is subject to extensive government regulation, which imposes significant costs and may adversely impact our business, operating results and financial condition.

Airlines are subject to extensive regulatory and legal oversight. Compliance with U.S. and international regulations imposes significant costs and may have adverse effects on the Company.

United provides air transportation under certificates of public convenience and necessity issued by the U.S. Department of Transportation ("DOT"). If the DOT modified, suspended or revoked these certificates, it could have a material adverse effect on the Company's business. The DOT also regulates consumer protection and, through its investigations or rulemaking authority (including, for example, any rulemakings or initiatives in response to the Executive Order on Promoting Competition in the American Economy issued by the President on July 9, 2021), could impose restrictions that materially impact the Company's business. United also operates pursuant to an air carrier operating certificate issued by the Federal Aviation Administration ("FAA"), and FAA orders and directives have previously resulted in the temporary grounding of an entire aircraft type when the FAA identifies design, manufacturing, maintenance or other issues requiring immediate corrective action (including the FAA Emergency Airworthiness Directive grounding our Boeing 777 Pratt & Whitney powered aircraft), which has had an effect that has been material to the Company's business, operating results and financial condition.

In 2018, the U.S. Congress approved a five-year reauthorization for the FAA, which encompasses a range of policy issues related to aviation tax, airline customer service and aviation safety. Depending on how the issues are implemented, our operations and costs could be materially impacted. Additionally, the U.S. Congress may consider legislation related to environmental issues relevant to the airline industry, such as implementation of Carbon Offsetting and Reduction Scheme for International Aviation, which could negatively impact the Company and the airline industry.

The Company's operations may also be adversely impacted due to the existing antiquated air traffic control ("ATC") system utilized by the U.S. government and regulated by the FAA, which may not be able to effectively handle projected future air traffic growth. The outdated ATC system has led to short-term capacity constraints imposed by government agencies and has resulted in delays and disruptions of air traffic during peak travel periods in certain markets due to its inability to handle


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demand and reduced resiliency in the event of a failure causing flight cancellations and delays. Failure to update the ATC system in a timely manner and the substantial funding requirements of a modernized ATC system that may be imposed on air carriers may have an adverse impact on the Company's financial condition or operating results.

Access to slots at several major U.S. airports and many foreign airports served by the Company is subject to government regulation on airspace management and competition that might limit the number of slots or change the rules on the use and transfer of slots. If slots are eliminated at one of our hubs or other airports, or if the number of hours of operation governed by slots is reduced at an airport, the lack of controls on take-offs and landings could result in greater congestion both at the affected airport and in the regional airspace and could significantly impact the Company's operations. Similarly, a government or regulatory agency, including DOT, could choose to impose slot restrictions at one of our hubs or other airports or grant increased access to another carrier and limit or reduce our operations at an airport, whether or not slot-controlled, which could have significant impact on our operations. The DOT (including FAA) may limit the Company's airport access by limiting the number of departure and arrival slots at congested airports, which could affect the Company's ownership and transfer rights, and local airport authorities may have the ability to control access to certain facilities or the cost to access their facilities, which could have an adverse effect on the Company's business. If the DOT were to take actions that adversely affect the Company's slot holdings, the Company could incur substantial costs to preserve its slots or may lose slots.

The Company currently operates a number of flights on international routes under government arrangements, regulations or policies that designate the number of carriers permitted to operate on such routes, the capacity of the carriers providing services on such routes, the airports at which carriers may operate international flights or the number of carriers allowed access to particular airports. Applicable arrangements between the United States and foreign governments (such as "Open Skies" (meaning all U.S. and foreign carriers have access to the destination)) may be amended from time to time, government policies with respect to airport operations may be revised and the availability of appropriate slots or facilities may change, which could have a material adverse impact on the Company's financial condition and operating results and could result in the impairment of material amounts of related tangible and intangible assets. For instance, the COVID-19 pandemic resulted in increased regulatory burdens in the U.S. and around the globe, which included closure of international borders to flights and/or passengers from specific countries, passenger and crew quarantine requirements and other regulations promulgated to protect public health but that have had and may continue to have a negative impact on travel and airline operations.

In addition, disruptions to the Company's business could result from the deployment of new cellular networks (e.g., "5G") by wireless carriers, which, due to potential interference with aircraft systems, could cause flights to be cancelled or diverted, which in turn could affect consumer perceptions of the safety of air travel. For example, over the past two years regulators addressed potential "5G" interference on a temporary and piecemeal basis tailored to specific aircraft and airports, which could occur again. Systematic regulation of the overlap between aviation systems and cellular networks may not occur in the near term or may not involve terms that are favorable to the Company.

Moreover, any legislation that would result in a reshaping of the benefits that the Company is able to provide to its consumers through the co-branded credit cards issued by our partner could also materially negatively affect the Company's profitability and competitive position.

In addition, competition from revenue-sharing joint business arrangements ("JBAs") and other alliance arrangements by and among other airlines could impair the value of the Company's business and assets on the Open Skies routes. The Company's plans to enter into or expand U.S. antitrust immunized alliances and JBAs on various international routes are subject to receipt of approvals from applicable U.S. federal authorities and other applicable foreign government clearances or satisfaction of other applicable regulatory requirements. There can be no assurance that such approvals and clearances will be granted or will continue in effect upon further regulatory review or that changes in regulatory requirements or standards can be satisfied.

See Part I, Item ~~1A, Risk Factors,~~1. Business—Industry Regulation, of the ~~2021~~2022 Form 10-K, for ~~a detailed discussion of~~additional information on government regulation impacting the ~~risk factors affecting UAL and United.~~Company.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, ~~AND~~ USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES

(a) None

(b) None

ITEM 5. OTHER INFORMATION

(a) None.

(b) None.


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(c) During the three months ended September 30, 2023, no director or "officer" (as defined in Rule 16a-1(f) under the Exchange Act) of the Company or United informed the Company or United of the adoption, modification or termination of a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K under the Exchange Act.


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ITEM 6. EXHIBITS.

EXHIBIT INDEX


Exhibit No.	Registrant	Exhibit

~~3.1~~*10.1	UAL United	Amended and Restated ~~Bylaws~~A350-900 Purchase Agreement, dated as of September 1, 2017, including letter agreements related thereto, between Airbus S.A.S. and United Airlines, Inc.

*10.2	UAL United	Aircraft General Terms Agreement, dated as of October 10, 1997, by and among Continental Airlines, Inc. and The Boeing Company

*10.3	UAL United	Purchase Agreement No. PA-03776, dated as of July 12, 2012, between The Boeing Company and United Continental Holdings, Inc.

*10.4	UAL United	Supplemental Agreement No. 1 to Purchase Agreement No. 03776, dated as of June 17, 2013, between The Boeing Company and United Continental Holdings, Inc.

*10.5	UAL United	Purchase Agreement Assignment to Purchase Agreement No. 03776, dated as of October 23, 2013, between United Continental Holdings, Inc. and United Airlines, Inc.

*10.6	UAL United	Supplemental Agreement No. 2 to Purchase Agreement No. 03776, dated as of January 14, 201 5, between The Boeing Company and United Airlines, Inc.

*10.7	UAL United	Supplemental Agreement No. 3 to Purchase Agreement No. 03776, dated as of May 26, 201 5 between The Boeing Company and United Airlines, Inc.

*10.8	UAL United	Supplemental Agreement No. 4 to Purchase Agreement No. 03776, dated as of June 12, 201 5 between The Boeing Company and United Airlines, Inc.

*10.9	UAL United	Supplemental Agreement No. 5 to Purchase Agreement No. 03776, dated as of January 20, 2016, between The Boeing Company and United Airlines, Inc.

*10.10	UAL United	Supplemental Agreement No. 6 to Purchase Agreement No. 03776, dated as of February 8, 2016, between The Boeing Company and United Airlines, Inc.

*10.11	UAL United	Supplemental Agreement No. 7 to Purchase Agreement No. 03776, dated as of December 27, 2016, between The Boeing Company and United Airlines, Inc.

*10.12	UAL United	Supplemental Agreement No. 8 to Purchase Agreement No. 03776, dated as of June 7, 2017, between The Boeing Company and United Airlines, Inc.

*10.13	UAL United	Supplemental Agreement No. 9 to Purchase Agreement No. 03776, dated as of June 15, 2017, between The Boeing Company and United Airlines, Inc.

*10.14	UAL United	Supplemental Agreement No. 10 to Purchase Agreement No. 03776, dated as of May 15, 2018, between The Boeing Company and United Airlines, Inc.

*10.15	UAL United	Supplemental Agreement No. 11 to Purchase Agreement No. 03776, dated as of September 25, 2018, between The Boeing Company and United Airlines, Inc.

*10.16	UAL United	Supplemental Agreement No. 1 2 to Purchase Agreement No. 03776, dated as of December 12, 2018, between The Boeing Company and United Airlines, Inc.

^10.17	UAL United	Supplemental Agreement No. 15 to Purchase Agreement No. 03776, dated as of February 26, 2021, between The Boeing Company and United Airlines, Inc.


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*10.18	UAL United	Purchase Agreement No. 3860, dated as of September 27, 2012, between The Boeing Company and United Air Lines, Inc.

*10.19	UAL United	Supplemental Agreement No. 1 to Purchase Agreement No. 3860, dated as of June 17, 201 3, between The Boeing Company and United Airlines, Inc.

*10.20	UAL United	Supplemental Agreement No. 2 to Purchase Agreement No. 3860, dated as of December 16, 201 3, between The Boeing Company and United Airlines, Inc.

*10.21	UAL United	Supplemental Agreement No. 3 to Purchase Agreement No. 3860, dated as of July 22, 201 4, between The Boeing Company and United Airlines, Inc.

*10.22	UAL United	Supplemental Agreement No. 4 to Purchase Agreement No. 3860, dated as of January 14, 201 5, between The Boeing Company and United Airlines, Inc.

*10.23	UAL United	Supplemental Agreement No. 5 to Purchase Agreement No. 3860, dated as of April 30, 201 5, between The Boeing Company and United Airlines, Inc.

*10.24	UAL United	Supplemental Agreement No. 6 to Purchase Agreement No. 3860, dated as of December 31, 201 5, between The Boeing Company and United Airlines, Inc.

*10.25	UAL United	Supplemental Agreement No. 7 to Purchase Agreement No. 3860, dated as of March 7, 2016, between The Boeing Company and United Airlines, Inc.

*10.26	UAL United	Letter Agreement to Purchase Agreement No. 3860, dated as of May 5, 2016, between The Boeing Company and United Airlines, Inc.

*10.27	UAL United	Supplemental Agreement No. 8 to Purchase Agreement No. 3860, Dated June 15, 2017, between The Boeing Company and United Airlines, Inc.

*10.28	UAL United	Letter Agreement No. 1604287 , dated December 27, 2016, between The Boeing Company and United Airlines, Inc . (related to Purchase Agreement Nos. 3776, 3784 and 3860)

*10.29	UAL United	Supplemental Agreement No. 9 to Purchase Agreement No. 3860, dated as of May 31, 2018, between The Boeing Company and United Airlines, Inc.

*10.30	UAL United	Supplemental Agreement No. 10 to Purchase Agreement No. 3860, dated as of November 1, 2018, between The Boeing Company and United Airlines, Inc.

*10.31	UAL United	Supplemental Agreement No. 11 to Purchase Agreement No. 3860, dated as of December 12, 2018, between The Boeing Company and United Airlines, Inc.

^10.32	UAL United	Supplemental Agreement No. 12 to Purchase Agreement No. 3860, dated as of February 26, 2021, between The Boeing Company and United Airlines, Inc.

^10.33	UAL United	Supplemental Agreement No. 5 to Purchase Agreement No. 04761, dated as of February 26, 2021, between The Boeing Company and United Airlines, Inc.

^10.34	UAL United	Supplemental Agreement No. 13 to Purchase Agreement No. 04815, dated as of September 28, 2023, between The Boeing Company and United Airlines, Inc.

^10.35	UAL United	Letter Agreement No. 22004729R1, dated as of September 28, 2023, between The Boeing Company and United Airlines, Inc. (related to Purchase Agreement Nos. 03860, 04815 and 02484)


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^10.36

UAL
United

Amendment No. 4 to the Amended and Restated A350-900 Purchase Agreement between Airbus S.A.S. and United Airlines, Inc., effective as of September ~~22, 2022 (filed~~29, 2023

^10.37

UAL
United

Amendment No. 5 to the A320 Family Purchase Agreement between Airbus S.A.S. and United Airlines, Inc., effective as ~~Exhibit 3.1 to UAL’s Form 8-K filed~~of September ~~23, 2022 and incorporated herein by reference)~~29, 2023

†~~10.1~~10.38

UAL
United

~~Form of Cash Transformation Incentive Award Notice pursuant to the~~Offer Letter, dated September 20, 2023, between United Airlines Holdings, Inc. ~~2021 Incentive Compensation Plan~~, United Airlines, Inc. and Michael Leskinen

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 September 30, ~~2022,~~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.

†

Indicates management contract or compensatory plan or arrangement. ~~Pursuant~~

Filed with this Quarterly Report on Form 10-Q solely for the purpose of transitioning these previously-filed exhibits, which are the subject of expiring confidential treatment orders, to the rules governing the filing of redacted exhibits under Regulation S-K Item 601(b)(10)(iv). Portions of this exhibit have been omitted pursuant to Item 601(b)(10)~~, United is permitted~~(iv) of Regulation S-K.

Portions of this exhibit have been omitted pursuant to ~~omit certain compensation-related exhibits from this report and therefore only UAL is identified as the registrant for purposes~~Item 601(b)(10)(iv) of ~~those items.~~Regulation S-K.

3942


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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:

October ~~19, 2022~~18, 2023

By:

/s/ ~~Gerald Laderman~~Michael Leskinen

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

Date:

October ~~19, 2022~~18, 2023

By:

/s/ Chris Kenny

Chris Kenny
Vice President and Controller
(Principal Accounting Officer)

United Airlines, Inc.

(Registrant)

Date:

October ~~19, 2022~~18, 2023

By:

/s/ ~~Gerald Laderman~~Michael Leskinen

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

Date:

October ~~19, 2022~~18, 2023

By:

/s/ Chris Kenny

Chris Kenny
Vice President and Controller
(Principal Accounting Officer)

4043


		Scheduled Aircraft Deliveries
Aircraft Type	Number of Firm Commitments (a)	Last Three Months of 2022	2023	After 2023
Airbus A321XLR	50	—	—	50
Airbus A321neo	70	—	12	58
Airbus A350	45	—	—	45
Boeing 737 MAX	353	27	121	205
Boeing 787	7	7	—	—
(a) United also has options and purchase rights for additional aircraft.


(in billions)
Last three months of 2022	$	3.0
2023	8.4
2024	6.9
2025	4.4
2026	3.4
After 2026	8.5
	$	34.6


Last three months of 2022	$	759
2023	2,929
2024	3,908
2025	3,358
2026	5,148
After 2026	15,755
	$	31,857


	2022		2021
CARES Act grant	$	—	$	(1,132)
Severance and benefit costs	—		5
Impairment of assets	—		46
(Gains) losses on sale of assets and other special charges	20		(17)
Special charges (credits)	$	20	$	(1,098)


	Three Months Ended September 30,									Nine Months Ended September 30,									Three Months Ended December 31,			Year Ended December 31,
	2022			2021			2019			2022			2021			2019			2019			2019
(in cents)
CASM (GAAP)	16.87			12.46			13.20			17.21			13.77			13.52			14.11			13.67
Special charges (credits)	0.03			(2.04)			0.04			0.07			(2.76)			0.05			0.18			0.09
Third-party business expenses	0.06			0.07			0.07			0.06			0.07			0.06			0.07			0.06
Fuel expense	5.55			3.17			3.05			5.34			3.06			3.13			3.16			3.14
Profit sharing	0.01			—			0.24			—			—			0.17			0.17			0.17
CASM-ex (Non-GAAP)	11.22			11.26			9.80			11.74			13.40			10.11			10.53			10.21

(in millions, except percentages)
Operating income (loss) (GAAP)	$	1,458		$	1,037		$	1,473		$	960		$	(614)		$	3,440		$	861		$	4,301
Special charges (credits)	20			(1,098)			27			124			(3,423)			116			130			246
Adjusted operating income (loss) (Non-GAAP)	$	1,478		$	(61)		$	1,500		$	1,084		$	(4,037)		$	3,556		$	991		$	4,547



Operating margin	11.3		%	13.4		%	12.9		%	2.9		%	(3.7)		%	10.6		%	7.9		%	9.9		%
Adjusted operating margin (Non-GAAP)	11.5		%	(0.8)		%	13.2		%	3.3		%	(24.6)		%	11.0		%	9.1		%	10.5		%