Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

202K characters. Original on sec.gov · Markdown

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of United Airlines Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of United Airlines Holdings, Inc. (the "Company") as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss), cash flows, and stockholders' equity for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 16, 2023, expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.


		Indefinite-lived Intangible Asset (China Route Authorities) Impairment Analysis

Description of the Matter		At December 31, 2022, the carrying value of the Company's China route authorities indefinite-lived intangible assets (the China intangible assets) was $1.0 billion. As discussed in Note 1 of the consolidated financial statements, indefinite-lived assets are reviewed for impairment on an annual basis as of October 1, or on an interim basis whenever a triggering event occurs.

Auditing management's annual China intangible assets impairment test was complex and highly judgmental due to the significant estimation required in determining the fair value of the assets. The fair value estimate was sensitive to significant assumptions such as revenue growth rate, operating margin and the discount rate, each of which is affected by expectations about future market or economic conditions. As a result of the subjectivity of the assumptions, adverse changes to management's estimates could reduce the underlying cash flows used to estimate fair value and trigger impairment charges.

We Addressed the Matter in Our Audit		We tested the Company's design and operating effectiveness of internal controls that address the risk of material misstatement relating to the estimate of fair value of the China intangible assets used in the annual impairment test. This included testing controls over management's review of the significant assumptions used in the discounted cash flow methodology, including revenue growth rate, operating margin and the discount rate.

To test the estimated fair value of the Company's China intangible assets, we performed audit procedures that included, among others, assessing the fair value methodology used by management and evaluating the significant assumptions used in the valuation model. We compared significant assumptions to current industry, market and economic trends, and to the Company's historical results. We assessed the historical accuracy of management's estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the China intangible assets that would result from changes in assumptions. We also involved a valuation specialist to assist in our evaluation of the Company's valuation methodology and discount rate.

		Deferred Tax Assets—Valuation Allowance

Description of the Matter		As more fully described in Note 6 to the consolidated financial statements, at December 31, 2022, the Company had deferred tax assets of $7.5 billion. In addition, the Company had deferred tax liabilities available to offset deferred tax assets of $6.7 billion. Deferred tax assets are reduced by a valuation allowance if, based on the weight of all available evidence, in management's judgment it is more likely than not that some portion, or all, of the deferred tax assets will not be realized.

	Auditing management's assessment of the realizability of its deferred tax assets involved complex auditor judgment because management's judgement involves significant assumptions about the ability to generate future taxable income that may be affected by future market or economic conditions.

We Addressed the Matter in Our Audit		We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls that address the risks of material misstatement relating to the realizability of deferred tax assets. This included controls over management's scheduling of the future reversal of existing taxable temporary differences (deferred tax liabilities) and projections of future taxable income.

	Among other audit procedures performed, we tested the Company's scheduling of the reversal of existing temporary taxable differences and tested the underlying data used to schedule the reversals. We evaluated the assumptions used by the Company to develop projections of future taxable income and tested the completeness and accuracy of the underlying data used in its projections. For example, we compared the projections of future taxable income with the actual results of prior periods, as well as management's consideration of current industry and economic trends.

/s/ Ernst & Young LLP

We have served as the Company's auditor since 2009.

Chicago, Illinois

February 16, 2023

Report of Independent Registered Public Accounting Firm

To the Stockholder and the Board of Directors of United Airlines, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of United Airlines, Inc. (the "Company") as of December 31, 2022 and 2021, and the related consolidated statements of operations, comprehensive income (loss), cash flows, and stockholder's equity, for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters


		Indefinite-lived Intangible Asset (China Route Authorities) Impairment Analysis

Description of the Matter		At December 31, 2022, the carrying value of the Company's China route authorities indefinite-lived intangible assets (the China intangible assets) was $1.0 billion. As discussed in Note 1 of the consolidated financial statements, indefinite-lived assets are reviewed for impairment on an annual basis as of October 1, or on an interim basis whenever a triggering event occurs.

	Auditing management's annual China intangible assets impairment test was complex and highly judgmental due to the significant estimation required in determining the fair value of the assets. The fair value estimate was sensitive to significant assumptions such as revenue growth rate, operating margin and the discount rate, each of which is affected by expectations about future market or economic conditions. As a result of the subjectivity of the assumptions, adverse changes to management's estimates could reduce the underlying cash flows used to estimate fair value and trigger impairment charges.

We Addressed the Matter in Our Audit		We tested the Company's design and operating effectiveness of internal controls that address the risk of material misstatement relating to the estimate of fair value of the China intangible assets used in the annual impairment test. This included testing controls over management's review of the significant assumptions used in the discounted cash flow methodology, including revenue growth rate, operating margin and the discount rate.

	To test the estimated fair value of the Company's China intangible assets, we performed audit procedures that included, among others, assessing the fair value methodology used by management and evaluating the significant assumptions used in the valuation model. We compared significant assumptions to current industry, market and economic trends, and to the Company's historical results. We assessed the historical accuracy of management's estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the China intangible assets that would result from changes in assumptions. We also involved a valuation specialist to assist in our evaluation of the Company's valuation methodology and discount rate.

		Deferred Tax Assets - Valuation Allowance

Description of the Matter		As more fully described in Note 6 to the consolidated financial statements, at December 31, 2022, the Company had deferred tax assets of $7.4 billion. In addition, the Company had deferred tax liabilities available to offset deferred tax assets of $6.7 billion. Deferred tax assets are reduced by a valuation allowance if, based on the weight of all available evidence, in management’s judgment it is more likely than not that some portion, or all, of the deferred tax assets will not be realized.

	Auditing management's assessment of the realizability of its deferred tax assets involved complex auditor judgment because management's judgement involves significant assumptions about the ability to generate future taxable income that may be affected by future market or economic conditions.

We Addressed the Matter in Our Audit		We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls that address the risks of material misstatement relating to the realizability of deferred tax assets. This included controls over management's scheduling of the future reversal of existing taxable temporary differences (deferred tax liabilities) and projections of future taxable income.

	Among other audit procedures performed, we tested the Company's scheduling of the reversal of existing temporary taxable differences and tested the underlying data used to schedule the reversals. We evaluated the assumptions used by the Company to develop projections of future taxable income and tested the completeness and accuracy of the underlying data used in its projections. For example, we compared the projections of future taxable income with the actual results of prior periods, as well as management's consideration of current industry and economic trends.

/s/ Ernst & Young LLP

We have served as the Company's auditor since 2009.

Chicago, Illinois

February 16, 2023

UNITED AIRLINES HOLDINGS, INC.

STATEMENTS OF CONSOLIDATED OPERATIONS

(In millions, except per share amounts)


	Year Ended December 31,
	2022		2021		2020
Operating revenue:
Passenger revenue	$	40,032	$	20,197	$	11,805
Cargo	2,171		2,349		1,648
Other operating revenue	2,752		2,088		1,902
Total operating revenue	44,955		24,634		15,355
Operating expense:
Aircraft fuel	13,113		5,755		3,153
Salaries and related costs	11,466		9,566		9,522
Landing fees and other rent	2,576		2,416		2,127
Depreciation and amortization	2,456		2,485		2,488
Regional capacity purchase	2,299		2,147		2,039
Aircraft maintenance materials and outside repairs	2,153		1,316		858
Distribution expenses	1,535		677		459
Aircraft rent	252		228		198
Special charges (credits)	140		(3,367)		(2,616)
Other operating expenses	6,628		4,433		3,486
Total operating expense	42,618		25,656		21,714
Operating income (loss)	2,337		(1,022)		(6,359)

Nonoperating income (expense):
Interest expense	(1,778)		(1,657)		(1,063)
Interest income	298		36		50
Interest capitalized	105		80		71
Unrealized gains (losses) on investments, net	20		(34)		(194)
Miscellaneous, net	8		40		(1,327)
Total nonoperating expense, net	(1,347)		(1,535)		(2,463)
Income (loss) before income taxes	990		(2,557)		(8,822)
Income tax expense (benefit)	253		(593)		(1,753)
Net income (loss)	$	737	$	(1,964)	$	(7,069)
Earnings (loss) per share, basic	$	2.26	$	(6.10)	$	(25.30)
Earnings (loss) per share, diluted	$	2.23	$	(6.10)	$	(25.30)

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

UNITED AIRLINES HOLDINGS, INC.

STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)

(In millions)


	Year Ended December 31,
	2022		2021		2020

Net income (loss)	$	737	$	(1,964)	$	(7,069)

Other comprehensive income (loss), net of tax:
Employee benefit plans	1,145		199		(421)
Investments and other	(28)		(2)		—
Total other comprehensive income (loss), net of tax	1,117		197		(421)
Total comprehensive income (loss), net	$	1,854	$	(1,767)	$	(7,490)

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

UNITED AIRLINES HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(In millions, except shares)


	At December 31,
ASSETS	2022		2021
Current assets:
Cash and cash equivalents	$	7,166	$	18,283
Short-term investments	9,248		123
Restricted cash	45		37
Receivables, less allowance for credit losses (2022—$11; 2021—$28)	1,801		1,663
Aircraft fuel, spare parts and supplies, less obsolescence allowance (2022—$610; 2021—$546)	1,109		983
Prepaid expenses and other	689		745
Total current assets	20,058		21,834
Operating property and equipment:
Flight equipment	42,775		39,584
Other property and equipment	9,334		8,764
Purchase deposits for flight equipment	2,820		2,215
Total operating property and equipment	54,929		50,563
Less—Accumulated depreciation and amortization	(20,481)		(18,489)
Total operating property and equipment, net	34,448		32,074

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

Other assets:
Goodwill	4,527		4,527
Intangibles, less accumulated amortization (2022—$1,472; 2021—$1,544)	2,762		2,803
Restricted cash	210		213
Deferred income taxes	91		659
Investments in affiliates and other, less allowance for credit losses (2022—$21; 2021—$622)	1,373		1,420
Total other assets	8,963		9,622
Total assets	$	67,358	$	68,175

(continued on next page)

UNITED AIRLINES HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(In millions, except shares)


	At December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY	2022		2021
Current liabilities:
Accounts payable	$	3,395	$	2,562
Accrued salaries and benefits	1,971		2,121
Advance ticket sales	7,555		6,354
Frequent flyer deferred revenue	2,693		2,239
Current maturities of long-term debt	2,911		3,002
Current maturities of other financial liabilities	23		834
Current maturities of operating leases	561		556
Current maturities of finance leases	104		76
Other	779		560
Total current liabilities	19,992		18,304

Long-term debt	28,283		30,361
Long-term obligations under operating leases	4,459		5,152
Long-term obligations under finance leases	115		219

Other liabilities and deferred credits:
Frequent flyer deferred revenue	3,982		4,043
Pension liability	747		1,920
Postretirement benefit liability	671		1,000
Other financial liabilities	844		863
Other	1,369		1,284
Total other liabilities and deferred credits	7,613		9,110
Commitments and contingencies
Stockholders' equity:
Preferred stock	—		—
Common stock at par, $0.01 par value; authorized 1,000,000,000 shares; outstanding 326,930,321 and 323,810,825 shares at December 31, 2022 and 2021, respectively	4		4
Additional capital invested	8,986		9,156
Stock held in treasury, at cost	(3,534)		(3,814)
Retained earnings	1,265		625
Accumulated other comprehensive income (loss)	175		(942)
Total stockholders' equity	6,896		5,029
Total liabilities and stockholders' equity	$	67,358	$	68,175

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

UNITED AIRLINES HOLDINGS, INC.

STATEMENTS OF CONSOLIDATED CASH FLOWS

(In millions)


	Year Ended December 31,
	2022		2021		2020
Operating Activities:
Net income (loss)	$	737	$	(1,964)	$	(7,069)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities -
Deferred income tax (benefit)	248		(583)		(1,741)
Depreciation and amortization	2,456		2,485		2,488
Operating and non-operating special charges, non-cash portion	16		32		1,448
Unrealized (gains) losses on investments	(20)		34		194
Amortization of debt discount and debt issuance costs	156		171		94
Other operating activities	218		222		226
Changes in operating assets and liabilities -
(Increase) decrease in receivables	(158)		(448)		135
(Increase) decrease in other assets	(86)		(292)		484
Increase in advance ticket sales	1,200		1,521		14
Increase in frequent flyer deferred revenue	393		307		699
Increase (decrease) in accounts payable	796		985		(1,079)
Increase (decrease) in other liabilities	110		(403)		(26)
Net cash provided by (used in) operating activities	6,066		2,067		(4,133)
Investing Activities:
Capital expenditures, net of flight equipment purchase deposit returns	(4,819)		(2,107)		(1,727)
Purchases of short-term and other investments	(11,232)		(68)		(552)
Proceeds from sale of short-term and other investments	2,084		397		2,319
Proceeds from sale of property and equipment	207		107		6

Other, net	(69)		(1)		4
Net cash provided by (used in) investing activities	(13,829)		(1,672)		50
Financing Activities:
Proceeds from issuance of debt, net of discounts and fees	736		11,096		15,676
Payments of long-term debt, finance leases and other financing liabilities	(4,011)		(5,205)		(4,449)
Repurchases of common stock	—		—		(353)
Proceeds from equity issuance	—		532		2,103
Other, net	(74)		(27)		(20)
Net cash provided by (used in) financing activities	(3,349)		6,396		12,957
Net increase (decrease) in cash, cash equivalents and restricted cash	(11,112)		6,791		8,874
Cash, cash equivalents and restricted cash at beginning of year	18,533		11,742		2,868
Cash, cash equivalents and restricted cash at end of year	$	7,421	$	18,533	$	11,742

Investing and Financing Activities Not Affecting Cash:
Property and equipment acquired through the issuance of debt, finance leases and other	$	19	$	814	$	1,968
Right-of-use assets acquired through operating leases	137		771		198
Investment interests received in exchange for goods and services	103		295		—
Lease modifications and lease conversions	(84)		123		527

Cash Paid (Refunded) During the Period for:
Interest	$	1,573	$	1,424	$	874
Income taxes	8		—		(29)

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

UNITED AIRLINES HOLDINGS, INC.

STATEMENTS OF CONSOLIDATED STOCKHOLDERS' EQUITY

(In millions)


	Common Stock			Additional Capital Invested		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total
	Shares	Amount
Balance at December 31, 2019	251.2	$	3	$	6,129	$	(3,599)	$	9,716	$	(718)	$	11,531
Net loss	—	—		—		—		(7,069)		—		(7,069)
Other comprehensive loss	—	—		—		—		—		(421)		(421)
Stock-settled share-based compensation	—	—		97		—		—		—		97
Issuance of common stock	64.6	1		2,102		—		—		—		2,103
Repurchases of common stock	(4.4)	—		—		(342)		—		—		(342)
Stock issued for share-based awards, net of shares withheld for tax	0.4	—		(59)		44		(4)		—		(19)
Warrants issued	—	—		97		—		—		—		97
Adoption of new accounting standard (a)	—	—		—		—		(17)		—		(17)
Balance at December 31, 2020	311.8	4		8,366		(3,897)		2,626		(1,139)		5,960
Net loss	—	—		—		—		(1,964)		—		(1,964)
Other comprehensive income	—	—		—		—		—		197		197
Stock-settled share-based compensation	—	—		232		—		—		—		232
Warrants issued	—	—		99		—		—		—		99
Issuance of common stock	11.0	—		532		—		—		—		532
Stock issued for share-based awards, net of shares withheld for tax	1.0	—		(73)		83		(37)		—		(27)
Balance at December 31, 2021	323.8	4		9,156		(3,814)		625		(942)		5,029
Net income	—	—		—		—		737		—		737
Other comprehensive income	—	—		—		—		—		1,117		1,117
Stock-settled share-based compensation	—	—		86		—		—		—		86
Stock issued for share-based awards, net of shares withheld for tax	3.1	—		(256)		280		(97)		—		(73)
Balance at December 31, 2022	326.9	$	4	$	8,986	$	(3,534)	$	1,265	$	175	$	6,896

(a) Transition adjustment due to the adoption of Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses.

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

UNITED AIRLINES, INC.

STATEMENTS OF CONSOLIDATED OPERATIONS

(In millions)


	Year Ended December 31,
	2022		2021		2020
Operating revenue:
Passenger revenue	$	40,032	$	20,197	$	11,805
Cargo	2,171		2,349		1,648
Other operating revenue	2,752		2,088		1,902
Total operating revenue	44,955		24,634		15,355
Operating expense:
Aircraft fuel	13,113		5,755		3,153
Salaries and related costs	11,466		9,566		9,522
Landing fees and other rent	2,576		2,416		2,127
Depreciation and amortization	2,456		2,485		2,488
Regional capacity purchase	2,299		2,147		2,039
Aircraft maintenance materials and outside repairs	2,153		1,316		858
Distribution expenses	1,535		677		459
Aircraft rent	252		228		198
Special charges (credits)	140		(3,367)		(2,616)
Other operating expenses	6,626		4,431		3,484
Total operating expense	42,616		25,654		21,712
Operating income (loss)	2,339		(1,020)		(6,357)

Nonoperating income (expense):
Interest expense	(1,778)		(1,657)		(1,063)
Interest income	298		36		50
Interest capitalized	105		80		71
Unrealized gains (losses) on investments, net	20		(34)		(194)
Miscellaneous, net	8		40		(1,327)
Total nonoperating expense, net	(1,347)		(1,535)		(2,463)
Income (loss) before income taxes	992		(2,555)		(8,820)
Income tax expense (benefit)	253		(593)		(1,753)
Net income (loss)	$	739	$	(1,962)	$	(7,067)

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

UNITED AIRLINES, INC.

STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)

(In millions)


	Year Ended December 31,
	2022		2021		2020

Net income (loss)	$	739	$	(1,962)	$	(7,067)

Other comprehensive income (loss), net of tax:
Employee benefit plans	1,145		199		(421)
Investments and other	(28)		(2)		—
Total other comprehensive income (loss), net of tax	1,117		197		(421)
Total comprehensive income (loss), net	$	1,856	$	(1,765)	$	(7,488)

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

UNITED AIRLINES, INC.

CONSOLIDATED BALANCE SHEETS

(In millions, except shares)


	At December 31,
ASSETS	2022		2021
Current assets:
Cash and cash equivalents	$	7,166	$	18,283
Short-term investments	9,248		123
Restricted cash	45		37
Receivables, less allowance for credit losses (2022—$11; 2021—$28)	1,801		1,663
Aircraft fuel, spare parts and supplies, less obsolescence allowance (2022—$610; 2021—$546)	1,109		983
Prepaid expenses and other	689		745
Total current assets	20,058		21,834
Operating property and equipment:
Flight equipment	42,775		39,584
Other property and equipment	9,334		8,764
Purchase deposits for flight equipment	2,820		2,215
Total operating property and equipment	54,929		50,563
Less—Accumulated depreciation and amortization	(20,481)		(18,489)
Total operating property and equipment, net	34,448		32,074

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

Other assets:
Goodwill	4,527		4,527
Intangibles, less accumulated amortization (2022—$1,472; 2021—$1,544)	2,762		2,803
Restricted cash	210		213
Deferred income taxes	62		631
Investments in affiliates and other, less allowance for credit losses (2022—$21; 2021—$622)	1,373		1,420
Total other assets	8,934		9,594
Total assets	$	67,329	$	68,147

(continued on next page)

UNITED AIRLINES, INC.

CONSOLIDATED BALANCE SHEETS

(In millions, except shares)


	At December 31,
LIABILITIES AND STOCKHOLDER'S EQUITY	2022		2021
Current liabilities:
Accounts payable	$	3,395	$	2,562
Accrued salaries and benefits	1,971		2,121
Advance ticket sales	7,555		6,354
Frequent flyer deferred revenue	2,693		2,239
Current maturities of long-term debt	2,911		3,002
Current maturities of other financial liabilities	23		834
Current maturities of operating leases	561		556
Current maturities of finance leases	104		76
Other	781		563
Total current liabilities	19,994		18,307

Long-term debt	28,283		30,361
Long-term obligations under operating leases	4,459		5,152
Long-term obligations under finance leases	115		219

Other liabilities and deferred credits:
Frequent flyer deferred revenue	3,982		4,043
Pension liability	747		1,920
Postretirement benefit liability	671		1,000
Other financial liabilities	844		863
Other	1,369		1,284
Total other liabilities and deferred credits	7,613		9,110
Commitments and contingencies
Stockholder's equity:
Common stock at par, $0.01 par value; authorized 1,000 shares; issued and outstanding 1,000 shares at December 31, 2022 and 2021	—		—
Additional capital invested	403		317
Retained earnings	3,716		2,977
Accumulated other comprehensive income (loss)	175		(942)
Payable to parent	2,571		2,646
Total stockholder's equity	6,865		4,998
Total liabilities and stockholder's equity	$	67,329	$	68,147

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

UNITED AIRLINES, INC.

STATEMENTS OF CONSOLIDATED CASH FLOWS

(In millions)


	Year Ended December 31,
	2022		2021		2020
Operating Activities:
Net income (loss)	$	739	$	(1,962)	$	(7,067)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities -
Deferred income tax (benefit)	248		(583)		(1,741)
Depreciation and amortization	2,456		2,485		2,488
Operating and non-operating special charges, non-cash portion	16		32		1,448
Unrealized (gains) losses on investments	(20)		34		194
Amortization of debt discount and debt issuance costs	156		171		94
Other operating activities	218		222		226
Changes in operating assets and liabilities -
Increase (decrease) in receivables	(158)		(448)		135
Increase in intercompany receivables	(76)		(28)		(14)
(Increase) decrease in other assets	(86)		(293)		484
Increase in advance ticket sales	1,200		1,521		14
Increase in frequent flyer deferred revenue	393		307		699
Increase (decrease) in accounts payable	796		985		(1,079)
Increase (decrease) in other liabilities	110		(403)		(26)
Net cash provided by (used in) operating activities	5,992		2,040		(4,145)
Investing Activities:
Capital expenditures, net of flight equipment purchase deposit returns	(4,819)		(2,107)		(1,727)
Purchases of short-term and other investments	(11,232)		(68)		(552)
Proceeds from sale of short-term and other investments	2,084		397		2,319
Proceeds from sale of property and equipment	207		107		6

Other, net	(69)		(1)		4
Net cash provided by (used in) investing activities	(13,829)		(1,672)		50
Financing Activities:
Proceeds from issuance of debt, net of discounts and fees	736		11,096		15,676
Payments of long-term debt, finance leases and other financing liabilities	(4,011)		(5,205)		(4,449)
Proceeds from issuance of parent company stock	—		532		2,103
Dividend to UAL	—		—		(353)
Other, net	—		—		(2)
Net cash provided by (used in) financing activities	(3,275)		6,423		12,975
Net increase (decrease) in cash, cash equivalents and restricted cash	(11,112)		6,791		8,880
Cash, cash equivalents and restricted cash at beginning of year	18,533		11,742		2,862
Cash, cash equivalents and restricted cash at end of year	$	7,421	$	18,533	$	11,742

Investing and Financing Activities Not Affecting Cash:
Property and equipment acquired through the issuance of debt, finance leases and other	$	19	$	814	$	1,968
Right-of-use assets acquired through operating leases	137		771		198
Investment interests received in exchange for goods and services	103		295		—
Lease modifications and lease conversions	(84)		123		527

Cash Paid (Refunded) During the Period for:
Interest	$	1,573	$	1,424	$	874
Income taxes	8		—		(29)

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

UNITED AIRLINES, INC.

STATEMENTS OF CONSOLIDATED STOCKHOLDER'S EQUITY

(In millions)


	Additional Capital Invested		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		(Receivable from) Payable to Related Parties, Net		Total
Balance at December 31, 2019	$	—	$	12,353	$	(718)	$	(143)	$	11,492
Net loss	—		(7,067)		—		—		(7,067)
Other comprehensive loss	—		—		(421)		—		(421)
Dividend to UAL	(12)		(330)		—		—		(342)
Stock-settled share-based compensation	97		—		—		—		97
Adoption of new accounting standard (a)	—		(17)		—		—		(17)
Impact of UAL common stock issuance	—		—		—		2,103		2,103
Other	—		—		—		83		83
Balance at December 31, 2020	85		4,939		(1,139)		2,043		5,928
Net loss	—		(1,962)		—		—		(1,962)
Other comprehensive income	—		—		197		—		197
Stock-settled share-based compensation	232		—		—		—		232
Impact of UAL common stock issuance	—		—		—		532		532
Other	—		—		—		71		71
Balance at December 31, 2021	317		2,977		(942)		2,646		4,998
Net income	—		739		—		—		739
Other comprehensive income	—		—		1,117		—		1,117
Stock-settled share-based compensation	86		—		—		—		86
Other	—		—		—		(75)		(75)
Balance at December 31, 2022	$	403	$	3,716	$	175	$	2,571	$	6,865

(a) Transition adjustment due to the adoption of Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses.

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

UNITED AIRLINES HOLDINGS, INC.

UNITED AIRLINES, INC.

COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Overview

United Airlines Holdings, Inc. (together with its consolidated subsidiaries, "UAL" or the "Company") is a holding company and its wholly-owned subsidiary is United Airlines, Inc. (together with its consolidated subsidiaries, "United"). 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.

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

(a)**Use of Estimates—**The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates.

(b)**Revenue Recognitio****n—**Passenger revenue is recognized when transportation is provided and Cargo revenue is recognized when shipments arrive at their destination. Other operating revenue is recognized as the related performance obligations are satisfied.

Passenger tickets and related ancillary services sold by the Company for flights are purchased primarily via credit card transactions, with payments collected by the Company in advance of the performance of related services. The Company initially records ticket sales in its Advance ticket sales liability, deferring revenue recognition until the travel occurs. For travel that has more than one flight segment, the Company deems each segment as a separate performance obligation and recognizes revenue for each segment as travel occurs. Tickets sold by other airlines where the Company provides the transportation are recognized as passenger revenue at the estimated value to be billed to the other airline when travel is provided. Differences between amounts billed and the actual amounts may be rejected and rebilled or written off if the amount recorded was different from the original estimate. When necessary, the Company records a reserve against its billings and payables with other airlines based on historical experience.

The Company sells certain tickets with connecting flights with one or more segments operated by its other airline partners. For segments operated by its other airline partners, the Company has determined that it is acting as an agent on behalf of the other airlines as they are responsible for their portion of the contract (i.e. transportation of the passenger). The Company, as the agent, recognizes revenue within Other operating revenue at the time of the travel for the net amount representing commission to be retained by the Company for any segments flown by other airlines.

Refundable tickets expire after one year from the date of issuance. Non-refundable tickets generally expire on the date of the intended travel, unless the date is extended by notification from the customer on or before the intended travel date.

United initially capitalizes the costs of selling airline travel tickets and then recognizes those costs as Distribution expense at the time of travel. Passenger ticket costs include credit card fees, travel agency and other commissions paid, as well as global distribution systems booking fees.

Advance Ticket Sales. Advance ticket sales represent the Company's liability to provide air transportation in the future. 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 for future 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 estimates the value of Advance ticket sales that will expire unused ("breakage") and recognizes revenue in proportion to the 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. Given the uncertainty of travel demand caused by the COVID-19 pandemic, changes in our estimates of FFCs and ETCs that may expire unused could have a material impact on revenue. Changes in estimates of breakage are recognized prospectively in proportion to the remaining usage of the related tickets.

In the years ended December 31, 2022, 2021 and 2020, the Company recognized approximately $3.3 billion, $1.8 billion and $3.0 billion, respectively, of passenger revenue for tickets that were included in Advance ticket sales at the beginning of those periods.

Revenue by Geography. The Company further disaggregates revenue by geographic regions. The Company deploys its aircraft across its route network through a single route scheduling system to maximize its value. When making resource allocation decisions, the Company's chief operating decision maker evaluates flight profitability data, which considers aircraft type and route economics. The Company's chief operating decision maker makes resource allocation decisions to maximize the Company's consolidated financial results. Operating segments are defined as components of an enterprise with separate financial information, which are evaluated regularly by the chief operating decision maker and are used in resource allocation and performance assessments. Managing the Company as one segment allows management the opportunity to maximize the value of its route network.

The Company's operating revenue by principal geographic region (as defined by the U.S. Department of Transportation) for the years ended December 31 is presented in the table below (in millions):


	2022		2021		2020
Domestic (U.S. and Canada)	$	28,474	$	16,845	$	9,911
Atlantic (including Africa, India and Middle East destinations)	9,072		3,414		2,226
Pacific	2,927		1,507		1,706
Latin America	4,482		2,868		1,512
Total	$	44,955	$	24,634	$	15,355

The Company attributes revenue among the geographic areas based upon the origin and destination of each flight segment. The Company's operations involve an insignificant level of revenue-producing assets in geographic regions as the overwhelming majority of the Company's revenue-producing assets (primarily U.S. registered aircraft) can be deployed in any of its geographic regions.

Ancillary Fees. The Company charges fees, separately from ticket sales, for certain ancillary services that are directly related to passengers' travel, such as baggage fees, premium seat fees, inflight amenities 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 $3.4 billion, $2.2 billion and $1.3 billion of ancillary fees within passenger revenue in the years ended December 31, 2022, 2021 and 2020, respectively.

(c)**Ticket Taxes—**Certain governmental taxes are imposed on the Company's ticket sales through a fee included in ticket prices. The Company collects these fees and remits them to the appropriate government agency. These fees are recorded on a net basis and, as a result, are excluded from revenue.

(d)**Frequent Flyer Accounting—**United's MileagePlus loyalty program builds customer loyalty by offering awards, benefits and services to program participants. Members in this program earn miles for travel on United, United Express, Star Alliance members and certain other airlines that participate in the program. Members can also earn miles by purchasing goods and services from our network of non-airline partners. We have contracts to sell miles to these partners with the terms extending from one to seven years. These partners include domestic and international credit card issuers, retail merchants, hotels, car rental companies and our participating airline partners. Miles can be redeemed for free (other than taxes and government-imposed fees), discounted or upgraded air travel and non-travel awards.

Miles Earned in Conjunction with Travel. When frequent flyers earn miles for flights, the Company recognizes a portion of the ticket sales as revenue when the travel occurs and defers a portion of the ticket sale representing the value of the related miles as a separate performance obligation. The Company determines the estimated selling price of travel and miles as if each element is sold on a separate basis. The total consideration from each ticket sale is then allocated to each of these elements, individually, on a pro-rata basis. At the time of travel, the Company records the

portion allocated to the miles to Frequent flyer deferred revenue on the Company's consolidated balance sheet and subsequently recognizes it into revenue when miles are redeemed for air travel and non-air travel awards.

Estimated Selling Price of Miles. The Company's estimated selling price of miles is based on an equivalent ticket value, which incorporates the expected redemption of miles, as the best estimate of selling price for these miles. The equivalent ticket value is based on the prior 12 months' weighted average equivalent ticket value of similar fares as those used to settle award redemptions while taking into consideration such factors as redemption pattern, cabin class, loyalty status and geographic region. The estimated selling price of miles is adjusted by breakage that considers a number of factors, including redemption patterns of various customer groups.

Estimate of Miles Not Expected to be Redeemed ("Breakage"). The Company's breakage model is based on the assumption that the likelihood that an account will redeem its miles can be estimated based on a consideration of the account's historical behavior. The Company uses a logit regression model to estimate the probability that an account will redeem its current miles balance. The Company reviews its breakage estimates annually based upon the latest available information. The Company's estimate of the expected breakage of miles requires management judgment and current and future changes to breakage assumptions, or to program rules and program redemption opportunities, may result in material changes to the deferred revenue balance as well as recognized revenues from the program. For the portion of the outstanding miles that we estimate will not be redeemed, we recognize the associated value proportionally as the remaining miles are redeemed.

Co-Brand Agreement. United has a contract (the "Co-Brand Agreement") to sell MileagePlus miles to its co-branded credit card partner JPMorgan Chase Bank USA, N.A. ("Chase"). Chase awards miles to MileagePlus members based on their credit card activity. United identified the following significant separately identifiable performance obligations in the Co-Brand Agreement:

MileagePlus miles awarded – United has a performance obligation to provide MileagePlus cardholders with miles to be used for air travel and non-travel award redemptions. The Company records Passenger revenue related to the travel awards when the transportation is provided and records Other revenue related to the non-travel awards when the goods or services are delivered. The Company records the cost associated with non-travel awards in Other operating revenue, as an agent.
Marketing – United has a performance obligation to provide Chase access to United's customer list and the use of United's brand. Marketing revenue is recorded to Other operating revenue as miles are delivered to Chase.
Advertising – United has a performance obligation to provide advertising in support of the MileagePlus card in various customer contact points such as United's website, email promotions, direct mail campaigns, airport advertising and in-flight advertising. Advertising revenue is recorded to Other operating revenue as miles are delivered to Chase.
Other travel-related benefits – United's performance obligations are comprised of various items such as waived bag fees, seat upgrades and lounge passes. Lounge passes are recorded to Other operating revenue as customers use the lounge passes. Bag fees and seat upgrades are recorded to Passenger revenue at the time of the associated travel.

We account for all the payments received under the Co-Brand Agreement by allocating them to the separately identifiable performance obligations. The fair value of the separately identifiable performance obligations is determined using management's estimated selling price of each component. The objective of using the estimated selling price based methodology is to determine the price at which we would transact a sale if the product or service were sold on a stand-alone basis. Accordingly, we determine our best estimate of selling price by considering multiple inputs and methods including, but not limited to, discounted cash flows, brand value, volume discounts, published selling prices, number of miles awarded and number of miles redeemed. The Company estimated the selling prices and volumes over the term of the Co-Brand Agreement, at the inception of the contract, in order to determine the allocation of proceeds to each of the components to be delivered. We also evaluate volumes on an annual basis, which may result in a change in the allocation of the estimated consideration from the Co-Brand Agreement on a prospective basis.

Frequent Flyer Deferred Revenue. Miles in MileagePlus members' accounts are combined into one homogeneous pool and are thus not separately identifiable, for award redemption purposes, between miles earned in the current period and those in their beginning balance. Of the miles expected to be redeemed, the Company expects the majority of these miles to be redeemed within two years. The table below presents a roll forward of Frequent flyer deferred revenue (in millions):


	Twelve Months Ended December 31,
	2022		2021
Total Frequent flyer deferred revenue - beginning balance	$	6,282	$	5,975
Total miles awarded	2,558		1,545
Travel miles redeemed	(2,079)		(1,171)
Non-travel miles redeemed	(86)		(67)
Total Frequent flyer deferred revenue - ending balance	$	6,675	$	6,282

In the years ended December 31, 2022, 2021 and 2020, the Company recognized, in Other operating revenue, $2.4 billion, $1.8 billion and $1.7 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 Co-Brand Agreement. The portion related to the MileagePlus miles awarded of the total amounts received is deferred and presented in the table above as an increase to the frequent flyer liability. We determine the current portion of our frequent flyer liability based on expected redemptions in the next 12 months.

(e)**Cash and Cash Equivalents and Restricted Cash—**Highly liquid investments with a maturity of three months or less on their acquisition date are classified as cash and cash equivalents. Restricted cash is classified as short-term or long-term in the consolidated balance sheets based on the expected timing of return of the assets to the Company or payment to an outside party.

**Restricted cash-current—**The December 31, 2022 balance includes amounts to be used for the payment of fees, principal and interest on the $6.1 billion of senior secured notes and a secured term loan facility (the "MileagePlus Financing") secured by substantially all of the assets of Mileage Plus Holdings, LLC ("MPH"), a direct wholly-owned subsidiary of United.

**Restricted cash-non-current—**The December 31, 2022 balance primarily includes collateral associated with the MileagePlus Financing, collateral for letters of credit and collateral associated with facility leases and other insurance-related obligations.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the statements of consolidated cash flows (in millions):


	At December 31,
	2022		2021		2020
Current assets:
Cash and cash equivalents	$	7,166	$	18,283	$	11,269
Restricted cash	45		37		255
Other assets:
Restricted cash	210		213		218
Total cash, cash equivalents and restricted cash shown in the statement of consolidated cash flows	$	7,421	$	18,533	$	11,742

(f)**Investments—**Debt investments are classified as available-for-sale and are stated at fair value. Realized gains and losses on sales of these investments are reflected in Miscellaneous, net in the consolidated statements of operations. Unrealized gains and losses on available-for-sale debt securities are reflected as a component of accumulated other comprehensive income (loss). Equity investments are accounted for under the equity method if we are able to exercise significant influence over an investee. Equity investments for which we do not have significant influence are recorded at fair value or at cost, if fair value is not readily determinable, with adjustments for observable changes in price or impairments (referred to as the measurement alternative). Changes in fair value are recorded in Unrealized gains (losses) on investments, net in the consolidated statements of operations. See Note 8 of this report for additional information related to investments.

(g)**Securities received in connection with purchase agreements—**The Company accounts for the value of securities received from vendors as deferred credits that will generally be recognized as a reduction to the cost of the asset received in future periods.

(h)**Accounts Receivable—**Accounts receivable primarily consist of amounts due from credit card companies, non-airline partners, and cargo customers. We provide an allowance for credit losses expected to be incurred. We base our allowance on various factors including, but not limited to, aging, payment history, write-offs, macro-economic indicators and other credit monitoring indicators. Credit loss expense and write-offs related to trade receivables were not material for the years ended December 31, 2022 and 2021.

(i)**Aircraft Fuel, Spare Parts and Supplies—**The Company accounts for aircraft fuel, spare parts and supplies at average cost and provides an obsolescence allowance for aircraft spare parts with an assumed residual value of 10% of original cost.

(j)**Property and Equipment—**The Company records additions to owned operating property and equipment at cost when acquired. Property under finance leases and the related obligation for future lease payments are recorded at an amount equal to the initial present value of those lease payments. Modifications that enhance the operating performance or extend the useful lives of airframes or engines are capitalized as property and equipment. We periodically receive credits in connection with the acquisition of aircraft and engines including those related to contractual damages related to delays in delivery. These credits are deferred until the aircraft and engines are delivered and then applied as a reduction to the cost of the related equipment.

Depreciation and amortization of owned depreciable assets is based on the straight-line method over the assets' estimated useful lives. Leasehold improvements are amortized over the remaining term of the lease, including estimated facility renewal options when renewal is reasonably certain at key airports, or the estimated useful life of the related asset, whichever is less. Properties under finance leases are amortized using the straight-line method over the life of the lease or, in the case of certain aircraft, over their estimated useful lives, whichever is shorter. Amortization of finance lease assets is included in depreciation and amortization expense. The estimated useful lives of property and equipment are as follows:


						Estimated Useful Life (in years)
Aircraft, spare engines and related rotable parts						25 to 30
Aircraft seats						10 to 15
Buildings						25 to 45
Other property and equipment						3 to 15
Computer software						5 to 15
Building improvements						1 to 40

As of December 31, 2022 and 2021, the Company had a carrying value of computer software of $471 million and $499 million, respectively. For the years ended December 31, 2022, 2021 and 2020, the Company's amortization expense related to computer software was $166 million, $182 million and $172 million, respectively. Aircraft, spare engines and related rotable parts were assumed to have residual values of approximately 10% of original cost, and other categories of property and equipment were assumed to have no residual value.

(k)**Long-Lived Asset Impairments—**The Company evaluates the carrying value of long-lived assets subject to amortization whenever events or changes in circumstances indicate that an impairment may exist. For purposes of this testing, the Company has generally identified the aircraft fleet type as the lowest level of identifiable cash flows for its mainline fleet and the contract level for its regional fleet under capacity purchase agreements ("CPAs"). An impairment charge is recognized when the asset's carrying value exceeds its net undiscounted future cash flows. The amount of the charge is the difference between the asset's carrying value and fair market value.

The Company recorded impairment charges related to certain of its aircraft, related engines and spare parts of $97 million and $94 million for the years ended December 31, 2021 and 2020, respectively. See Note 13 of this report for additional information related to impairments.

(l)**Intangibles—**The Company has finite-lived and indefinite-lived intangible assets, including goodwill. Finite-lived intangible assets are amortized over their estimated useful lives. Goodwill and indefinite-lived intangible assets are not amortized but are reviewed for impairment on an annual basis as of October 1, or more frequently if events or circumstances indicate that the asset may be impaired.

We value goodwill and indefinite-lived intangible assets primarily using market and income approach valuation techniques. These measurements include the following key assumptions: (1) forecasted revenues, expenses and cash flows, (2) terminal period revenue growth and cash flows, (3) an estimated weighted average cost of capital, (4)

assumed discount rates depending on the asset and (5) a tax rate. These assumptions are consistent with those that hypothetical market participants would use. Because we are required to make estimates and assumptions when evaluating goodwill and indefinite-lived intangible assets for impairment, actual transaction amounts may differ materially from these estimates.

In 2022, the Company evaluated its intangible assets for possible impairments. For the Company's China route authority, the Company performed a quantitative assessment which involved determining the fair value of the asset and comparing that amount to the asset's carrying value. For all other intangible assets, the Company performed a qualitative assessment of whether it was more likely than not that an impairment had occurred. To determine fair value, the Company used discounted cash flow methods appropriate for each asset. Key inputs into the models included forecasted capacity, revenues, fuel costs, other operating costs and an overall discount rate. The assumptions used for future projections include that demand will continue to recover. These assumptions are inherently uncertain as they relate to future events and circumstances. See Note 13 of this report for additional information related to impairments.

The following table presents information about the Company's goodwill and other intangible assets at December 31 (in millions):


	2022				2021
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Goodwill	$	4,527			$	4,527

Indefinite-lived intangible assets
Route authorities	$	1,020			$	1,020
Airport slots	574				574
Tradenames and logos	593				593
Alliances	404				404
Total	$	2,591			$	2,591

Finite-lived intangible assets
Frequent flyer database	$	1,177	$	1,040	$	1,177	$	1,008
Hubs	145		124		145		118
Contracts	7		7		120		120
Other	314		301		314		298
Total	$	1,643	$	1,472	$	1,756	$	1,544

Amortization expense in 2022, 2021 and 2020 was $41 million, $49 million and $55 million, respectively. Projected amortization expense in 2023, 2024, 2025, 2026 and 2027 is $37 million, $32 million, $28 million, $18 million and $11 million, respectively.

(m)**Labor Costs—**The Company records expenses associated with new or amendable labor agreements when the amounts are probable and estimable. These could include costs associated with retro-active lump sum cash payments made in conjunction with the ratification of labor agreements. To the extent these upfront costs are in lieu of future pay increases, they would be capitalized and amortized over the term of the labor agreements. If not, these amounts would be expensed.

(n)**Share-Based Compensation—**The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. The resulting cost is recognized over the period during which an employee is required to provide service in exchange for the award, usually the vesting period. Obligations for cash-settled restricted stock units ("RSUs") are remeasured at fair value throughout the requisite service period at the close of the reporting period based upon UAL's stock price. In addition to the service requirement, certain RSUs have performance metrics that must be achieved prior to vesting. These awards are accrued based on the expected level of achievement at each reporting period. An adjustment is recorded each reporting period to adjust compensation expense based on the then current level of expected performance achievement for the performance-based awards. See Note 4 of this report for additional information on UAL's share-based compensation plans.

(o)**Maintenance and Repairs—**The cost of maintenance and repairs, including the cost of minor replacements, is charged to expense as incurred, except for costs incurred under our power-by-the-hour ("PBTH") engine maintenance agreements. PBTH contracts transfer certain risk to third-party service providers and fix the amount we pay per flight hour or per cycle to the service provider in exchange for maintenance and repairs under a predefined maintenance program. Under PBTH agreements, the Company recognizes expense at a level rate per engine hour, unless the level of service effort and the related payments during the period are substantially consistent, in which case the Company recognizes expense based on the amounts paid.

(p)**Advertising—**Advertising costs, which are included in Other operating expenses, are expensed as incurred. Advertising expenses were $165 million, $99 million and $87 million for the years ended December 31, 2022, 2021 and 2020, respectively.

(q)**Third-Party Business—**The Company has third-party business activity that includes ground handling, maintenance services, flight academy and frequent flyer award non-travel redemptions. Third-party business revenue is recorded in Other operating revenue. Expenses associated with these third-party business activities are recorded in Other operating expenses, except for non-travel mileage redemption. Non-travel mileage redemption expenses are recorded to Other operating revenue.

(r)**Uncertain Income Tax Positions—**The Company has recorded reserves for income taxes and associated interest that may become payable in future years. Although management believes that its positions taken on income tax matters are reasonable, the Company nevertheless established tax and interest reserves in recognition that various taxing authorities may challenge certain of the positions taken by the Company, potentially resulting in additional liabilities for taxes and interest. The Company's uncertain tax position reserves are reviewed periodically and are adjusted as events occur that affect its estimates, such as the availability of new information, the lapsing of applicable statutes of limitation, the conclusion of tax audits, the measurement of additional estimated liability, the identification of new tax matters, the release of administrative tax guidance affecting its estimates of tax liabilities, or the rendering of relevant court decisions. The Company records penalties and interest relating to uncertain tax positions as part of income tax expense in its consolidated statements of operations. See Note 6 of this report for additional information on UAL's uncertain tax positions.

NOTE 2 - COMMON STOCKHOLDERS' EQUITY AND PREFERRED SECURITIES

The Company issued warrants to the U.S. Treasury Department ("Treasury") pursuant to the payroll support program ("PSP"), including extensions, and the loan program established under the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"). See Note 9 of this report for additional information about the unsecured promissory notes issued by the Company to Treasury under the PSP and related extensions. As of December 31, 2022, the Company had the following warrants outstanding:


Warrant Description	Number of Shares of UAL Common Stock (in millions)	Exercise Price		Expiration Dates
PSP1 Warrants	4.8	$	31.50	4/20/2025	—	9/30/2025
CARES Act Warrants	1.7	31.50		9/28/2025
PSP2 Warrants	2.0	43.26		1/15/2026	—	4/29/2026
PSP3 Warrants	1.5	53.92		4/29/2026	—	6/10/2026
Total	10.0

As of December 31, 2022, approximately 4.6 million shares of UAL's common stock were reserved for future issuance related to the issuance of equity-based awards under the Company's incentive compensation plans.

As of December 31, 2022, UAL had two shares of junior preferred stock (par value $0.01 per share) outstanding. In addition, UAL is authorized to issue 250 million shares of preferred stock (without par value) under UAL's amended and restated certificate of incorporation.

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 may be made in any transactions that are deemed to be "at the market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended. Under the terms of the Distribution Agreement, UAL may also sell the 2021 ATM Shares to any Manager, as principal for its own account, at a price agreed upon at the time of sale. If UAL sells the 2021 ATM Shares to a Manager as principal, UAL will enter into a separate terms agreement with such

Manager. During 2021, approximately 4 million shares were sold in the 2021 ATM Offering at an average price of $57.50 per share, with net proceeds to the Company totaling approximately $250 million. No shares were sold in 2022 under the 2021 ATM Offering.

NOTE 3 - EARNINGS (LOSS) PER SHARE

The computations of UAL's basic and diluted earnings (loss) per share are set forth below for the years ended December 31 (in millions, except per share amounts):


	2022		2021		2020
Earnings (loss) available to common stockholders	$	737	$	(1,964)	$	(7,069)

Basic weighted-average shares outstanding	326.4		321.9		279.4
Dilutive effect of employee stock awards	2.2		—		—
Dilutive effect of stock warrants	1.5		—		—
Diluted weighted-average shares outstanding	330.1		321.9		279.4

Earnings (loss) per share, basic	$	2.26	$	(6.10)	$	(25.30)
Earnings (loss) per share, diluted	$	2.23	$	(6.10)	$	(25.30)

Potentially dilutive securities (a)
Stock warrants (b)	3.5		0.9		—
Employee stock awards	0.7		0.7		1.0

(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 Treasury pursuant to the payroll support program, including extensions, and the loan program established under the CARES Act. See Note 2 of this report for additional information about these warrants.

NOTE 4 - SHARE-BASED COMPENSATION PLANS

UAL maintains share-based compensation plans for our management employees and our non-employee directors. During 2021, UAL's Board of Directors and stockholders approved the United Airlines Holdings, Inc. 2021 Incentive Compensation Plan (the "2021 Plan"). The 2021 Plan is an incentive compensation plan that allows the Company to use different forms of equity incentives to attract, retain and reward officers and employees. Under the 2021 Plan, the Company may grant: nonqualified stock options; incentive stock options (within the meaning of Section 422 of the Internal Revenue Code of 1986); stock appreciation rights ("SARs"); restricted stock; RSUs; performance units; cash incentive awards and other equity-based and equity-related awards. An award (other than an option, SAR or cash incentive award) may provide the holder with dividends or dividend equivalents. The 2021 Plan replaces the United Continental Holdings, Inc. 2017 Incentive Compensation Plan (the "2017 Plan"). Any awards granted under the 2017 Plan prior to the approval of the 2021 Plan remain in effect pursuant to their terms. The number of shares of UAL common stock that remained available for issuance under the 2017 Plan as of the effective date of the 2021 Plan are now available for issuance under the 2021 Plan.

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

During 2022, UAL granted share-based compensation awards pursuant to the 2021 Plan. These share-based compensation awards included approximately 2.4 million RSUs consisting of approximately 2.0 million time-vested RSUs and approximately 0.4 million performance-based RSUs. The time-vested RSUs vest pro-rata, a majority of which vest on February 28th of each year, over a three-year period from the date of grant. The performance-based RSUs vest upon continuous employment with the Company through December 31, 2024 and the achievement of certain financial, operational and diversity goals. RSUs are generally equity awards settled in stock for domestic employees and liability awards settled in cash for international employees. The cash payments are based on the 20-day average closing price of UAL common stock immediately prior to the vesting date.

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


	2022		2021		2020
Compensation cost:
RSUs	$	87	$	236	$	106
Stock options	2		2		2
Total	$	89	$	238	$	108

The table below summarizes UAL's unearned compensation and weighted-average remaining period to recognize costs for all outstanding share-based awards that are probable of being achieved as of December 31, 2022 (in millions, except as noted):


	Unearned Compensation		Weighted-Average Remaining Period (in years)
RSUs	$	43	1.6
Stock options	4		3.3
Total	$	47

RSUs. As of December 31, 2022, UAL had recorded a liability of approximately $3 million related to its cash-settled RSUs. UAL paid approximately $7 million, $29 million and $26 million related to its cash-settled RSUs during 2022, 2021 and 2020, respectively.

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


	Liability Awards	Equity Awards
	RSUs	RSUs	Weighted- Average Grant Price
Outstanding at December 31, 2019	0.6	2.0	$	78.03
Granted	0.1	2.4	40.80
Vested	(0.3)	(0.8)	74.54
Forfeited	—	(0.4)	54.21
Outstanding at December 31, 2020	0.4	3.2	53.41
Granted	0.4	2.9	52.18
Vested	(0.6)	(1.5)	51.35
Forfeited	—	(0.2)	46.77
Outstanding at December 31, 2021	0.2	4.4	53.63
Granted	0.1	2.3	31.96
Additional issuance due to achievement of performance metrics	—	1.6	58.17
Vested	(0.2)	(4.8)	56.00
Forfeited	—	(0.2)	53.03
Outstanding at December 31, 2022	0.1	3.3	37.88

The fair value of RSUs that vested in 2022, 2021 and 2020 was approximately $274 million, $104 million and $87 million, respectively.

Stock Options. UAL did not grant any stock option awards during 2022, 2021 or 2020. As of December 31, 2022, there were approximately 0.7 million outstanding stock option awards, 0.4 million of which were exercisable, with weighted-average exercise prices of $82.12 and $59.58, respectively, weighted-average remaining contractual lives of 4.3 years and 2.3 years, respectively, and intrinsic values of zero as all of the strike prices exceeded the closing stock price on that date.

NOTE 5 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) ("AOCI")

The tables below present the components of the Company's AOCI, net of tax (in millions):


	Pension and Other Postretirement Liabilities			Investments and Other		Deferred Taxes (a)		Total
Balance at December 31, 2019	$	(560)		$	2	$	(160)	$	(718)
Change in value	(993)			—		221		(772)
Amounts reclassified to earnings	451		(b)	—		(100)		351
Balance at December 31, 2020	(1,102)			2		(39)		(1,139)
Change in value	239			(2)		(53)		184
Amounts reclassified to earnings	16		(b)	—		(3)		13
Balance at December 31, 2021	(847)			—		(95)		(942)
Change in value	1,474			(35)		(321)		1,118
Amounts reclassified to earnings	(1)		(b)	—		—		(1)
Balance at December 31, 2022	$	626		$	(35)	$	(416)	$	175

(a)Includes approximately $285 million of deferred income tax expense that will not be recognized in net income until the related pension and postretirement benefit obligations are fully extinguished. We consider all income sources, including other comprehensive income, in determining the amount of tax benefit allocated to results from operations. (b)This AOCI component is included in the computation of net periodic pension and other postretirement costs. See Note 7 of this report for additional information on pensions and other postretirement liabilities.

NOTE 6 - INCOME TAXES

The income tax provision (benefit) differed from amounts computed at the statutory federal income tax rate and consisted of the following significant components (in millions):


	2022		2021		2020
Income tax provision (benefit) at statutory rate	$	208	$	(537)	$	(1,852)
State income tax provision (benefit), net of federal income tax benefit	13		(34)		(110)
Nondeductible employee meals	12		7		5
Nondeductible transportation fringe benefit	10		8		7
Valuation allowance	(10)		(38)		197
Other, net	20		1		—
Income tax expense (benefit)	$	253	$	(593)	$	(1,753)

Current	$	5	$	(10)	$	(12)
Deferred	248		(583)		(1,741)
Income tax expense (benefit)	$	253	$	(593)	$	(1,753)

Temporary differences and carryforwards that give rise to deferred tax assets and liabilities at December 31, 2022 and 2021 were as follows (in millions):


	UAL				United
	2022		2021		2022		2021
Deferred income tax asset (liability):
Federal and state net operating loss ("NOL") carryforwards	$	2,932	$	2,229	$	2,903	$	2,201
Deferred revenue	1,783		2,349		1,783		2,349
Employee benefits, including pension, postretirement and medical	606		986		606		986
Operating lease liabilities	1,118		1,272		1,118		1,272
Other financing liabilities	141		327		141		327
Interest expense carryforward	510		—		510		—
Other	576		535		576		535
Less: Valuation allowance	(199)		(210)		(199)		(210)
Total deferred tax assets	$	7,467	$	7,488	$	7,438	$	7,460

Depreciation	$	(5,844)	$	(5,122)	$	(5,844)	$	(5,122)
Operating lease right-of-use asset	(881)		(1,051)		(881)		(1,051)
Intangibles	(651)		(656)		(651)		(656)
Total deferred tax liabilities	$	(7,376)	$	(6,829)	$	(7,376)	$	(6,829)
Net deferred tax asset	$	91	$	659	$	62	$	631

United and its domestic consolidated subsidiaries file a consolidated federal income tax return with UAL. Under an intercompany tax allocation policy, United and its subsidiaries compute, record and pay UAL for their own tax liability as if they were separate companies filing separate returns. In determining their own tax liabilities, United and each of its subsidiaries take into account all tax credits or benefits generated and utilized as separate companies and they are each compensated for the aforementioned tax benefits only if they would be able to use those benefits on a separate company basis. The Company recorded a deferred tax asset for a temporary interest expense limitation under Internal Revenue Code ("IRC") section 163(j) due to law changes resulting from the CARES Act. Interest expense disallowed under IRC section 163(j) can be carried forward indefinitely and deducted in future years.

The Company's federal and state NOL and tax credit carryforwards relate to current and prior years' NOLs and credits, which may be used to reduce tax liabilities in future years. These tax benefits are mostly attributable to federal pre-tax NOL carryforwards of $13.2 billion ($2.8 billion tax effected) for UAL. If not utilized these federal pre-tax NOLs will expire as follows (in billions): $0.1 in 2026, $0.5 in 2028, $0.4 in 2029, $0.2 in 2032 and $0.4 in 2033. The remaining $11.6 billion of NOLs has no expiration date. State pre-tax NOLs of $3.9 billion ($0.2 billion tax effected) expire over a 1 to 20-year period. Federal tax credits of $44 million will expire over a 1 to 20-year period and state tax credits of $45 million will expire over a 1 to 15-year period.

A tax valuation allowance is recognized if it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company's management assesses available positive and negative evidence regarding the Company's ability to realize its deferred tax assets and records a valuation allowance when it is more likely than not that deferred tax assets will not be realized. In order to form a conclusion, management considers positive evidence in the form of taxable income in prior carryback years, reversing temporary differences, tax planning strategies and projections of future taxable income during the periods in which those temporary differences become deductible, as well as negative evidence such as historical losses. Although the Company incurred losses in 2021 and 2020, management determined that these results were not indicative of future results due to the impact of the COVID-19 pandemic on its operations. The Company concluded that the positive evidence outweighs the negative evidence, primarily driven by approval and distribution of COVID-19 vaccines as well as increased confidence with the timing of the recovery, as evidenced in our 2022 return to profitability. One of the Company's largest deferred tax assets was its federal pre-tax NOLs which were $13.2 billion ($2.8 billion tax effected) at December 31, 2022. The majority of the NOLs do not expire and the Company expects to realize the benefits of the NOLs and other deferred tax assets through the reversal of certain existing deferred tax liabilities of $6.7 billion and the remaining $0.8 billion through projected future taxable income. Therefore, we have not recorded a valuation allowance on our deferred tax assets other than the capital loss carryforwards and certain state attributes that have short expiration periods. While the Company expects to generate sufficient future income to fully utilize its deferred tax assets (including NOLs), the Company may have to record a valuation allowance, which could be material, against deferred tax assets if negative evidence such as reduced forecasted income outweigh positive evidence. Assumptions about future taxable income are consistent with the plans and estimates used to manage our business. Management will continue to evaluate future financial performance to determine whether such

performance is both sustained and significant enough to provide sufficient evidence to support not recording valuation allowance on these NOLs. As of December 31, 2022, the Company has recorded $175 million of valuation allowance against its capital loss deferred tax assets. Capital losses have a limited carryforward period of five years, and they can be utilized only to the extent of capital gains. The Company does not anticipate generating sufficient capital gains to utilize the losses before they expire, therefore, a valuation allowance is necessary as of December 31, 2022. Additionally, the Company recorded a valuation allowance of $24 million on certain state deferred tax assets primarily due to state NOLs that have short expiration periods.

The Company's unrecognized tax benefits related to uncertain tax positions were $58 million, $55 million and $57 million at December 31, 2022, 2021 and 2020, respectively. Included in the ending balance at December 31, 2022 is $58 million that would affect the Company's effective tax rate if recognized. The changes in unrecognized tax benefits relating to settlements with taxing authorities, unrecognized tax benefits as a result of tax positions taken during a prior period and unrecognized tax benefits relating from a lapse of the statute of limitations were immaterial during 2022, 2021 and 2020. The Company does not expect significant increases or decreases in their unrecognized tax benefits within the next 12 months. There are no material amounts included in the balance at December 31, 2022 for tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

The Company's federal income tax returns for tax years after 2002 remain subject to examination by the Internal Revenue Service (the "IRS") and state taxing jurisdictions.

NOTE 7 - PENSION AND OTHER POSTRETIREMENT PLANS

The following summarizes the significant pension and other postretirement plans of United:

Pension Plans. United maintains two primary defined benefit pension plans, one covering certain pilot employees and another covering certain U.S. non-pilot employees. Each of these plans provide benefits based on a combination of years of benefit accruals service and an employee's final average compensation. Additional benefit accruals are frozen under the plan covering certain pilot employees and for management and administrative employees covered under the non-pilot plan. Benefit accruals for certain non-pilot employees continue. United maintains additional defined benefit pension plans, which cover certain international employees.

Other Postretirement Plans. United maintains postretirement medical programs which provide medical benefits to certain retirees and eligible dependents, as well as life insurance benefits to certain retirees participating in the plan. Benefits provided are subject to applicable contributions, co-payments, deductibles and other limits as described in the specific plan documentation.

In 2021 and 2020, the Company offered several voluntary leave programs and voluntary separation programs ("Voluntary Programs") to certain eligible employees, which in some cases included a partially-paid leave of absence with active health benefits and travel privileges. Under these Voluntary Programs, employees generally separated (or will separate) from employment with certain post-employment health benefits and travel privileges. Included in the Voluntary Programs offered during the first quarter of 2021, the Company offered special separation benefits in the form of additional subsidies for retiree medical costs for certain U.S.-based front-line employees. The subsidies are in the form of a one-time contribution to a notional Retiree Health Account of $125,000 for full-time employees and $75,000 for part-time employees. As a result, the Company recorded $31 million for those additional benefits in 2021.

During 2020, the Company offered certain of its eligible front-line employees special separation benefits in the form of additional years of pension service and additional subsidies for retiree medical costs (based on employee group, age and completed years of service) as a part of the Voluntary Programs. As a result, the Company recorded, in 2020, $54 million for those additional pension benefits and $201 million for those additional retiree medical benefits. Also, the Company recognized, in 2020, $430 million in settlement losses related to the defined benefit pension plan covering certain U.S. non-pilot employees.

Actuarial assumption changes are reflected as a component of the net actuarial (gain) loss. The 2022 actuarial gains were mainly related to an increase in the discount rate applied at December 31, 2022 compared to December 31, 2021, which were partially offset by losses on pension plan assets due to asset returns being less than expected. Actuarial (gains) losses will be amortized over the average remaining service life of the covered active employees.

The following tables set forth the reconciliation of the beginning and ending balances of the benefit obligation and plan assets, the funded status and the amounts recognized in these financial statements for the defined benefit and other postretirement plans (in millions):


	Pension Benefits
	Year Ended December 31, 2022		Year Ended December 31, 2021
Accumulated benefit obligation:	$	3,596	$	5,496

Change in projected benefit obligation:
Projected benefit obligation at beginning of year	$	6,473	$	6,525
Service cost	204		239
Interest cost	188		184
Actuarial gain	(2,186)		(188)
Benefits paid	(464)		(263)
Curtailment	—		(12)
Other	(34)		(12)
Projected benefit obligation at end of year	$	4,181	$	6,473

Change in plan assets:
Fair value of plan assets at beginning of year	$	4,626	$	4,069
Actual income (loss) on plan assets	(678)		437
Employer contributions	8		387
Benefits paid	(464)		(263)
Other	(25)		(4)
Fair value of plan assets at end of year	$	3,467	$	4,626
Funded status—Net amount recognized	$	(714)	$	(1,847)


	Pension Benefits
	December 31, 2022		December 31, 2021
Amounts recognized in the consolidated balance sheets consist of:
Noncurrent asset	$	44	$	75
Current liability	(11)		(2)
Noncurrent liability	(747)		(1,920)
Total liability	$	(714)	$	(1,847)

Amounts recognized in accumulated other comprehensive income ( loss) consist of:
Net actuarial loss	$	(77)	$	(1,406)
Prior service cost	(1)		(1)
Total accumulated other comprehensive loss	$	(78)	$	(1,407)


	Other Postretirement Benefits
	Year Ended December 31, 2022		Year Ended December 31, 2021
Change in benefit obligation:
Benefit obligation at beginning of year	$	1,129	$	1,082
Service cost	9		10
Interest cost	30		25
Plan participants' contributions	69		66
Benefits paid	(179)		(199)
Actuarial (gain) loss	(270)		114
Special termination benefit	—		31
Benefit obligation at end of year	$	788	$	1,129

Change in plan assets:
Fair value of plan assets at beginning of year	$	49	$	51
Actual return on plan assets	1		1
Employer contributions	108		130
Plan participants' contributions	69		66
Benefits paid	(179)		(199)
Fair value of plan assets at end of year	48		49
Funded status—Net amount recognized	$	(740)	$	(1,080)


	Other Postretirement Benefits
	December 31, 2022		December 31, 2021
Amounts recognized in the consolidated balance sheets consist of:
Current liability	$	(69)	$	(80)
Noncurrent liability	(671)		(1,000)
Total liability	$	(740)	$	(1,080)

Amounts recognized in accumulated other comprehensive income (loss) consist of:
Net actuarial gain	$	369	$	113
Prior service credit	335		447
Total accumulated other comprehensive income	$	704	$	560

The following information relates to all pension plans with an accumulated benefit obligation and a projected benefit obligation in excess of plan assets at December 31 (in millions):


	2022		2021
Projected benefit obligation	$	4,045	$	6,231
Accumulated benefit obligation	3,461		5,255
Fair value of plan assets	3,287		4,309

Net periodic benefit cost (credit) for the years ended December 31 included the following components (in millions):


	2022				2021				2020
	Pension Benefits		Other Postretirement Benefits		Pension Benefits		Other Postretirement Benefits		Pension Benefits		Other Postretirement Benefits
Service cost	$	204	$	9	$	239	$	10	$	216	$	10
Interest cost	188		30		184		25		209		28
Expected return on plan assets	(306)		(1)		(283)		(1)		(328)		(1)

Amortization of unrecognized actuarial (gain) loss	120		(14)		170		(28)		162		(40)
Amortization of prior service credits	—		(112)		—		(123)		—		(124)
Settlement loss - Voluntary Programs	—		—		—		—		430		—
Special termination benefits - Voluntary Programs	—		—		—		31		54		201
Curtailment	—		—		(8)		—		1		—
Other	5		—		5		—		22		—
Net periodic benefit cost (credit)	$	211	$	(88)	$	307	$	(86)	$	766	$	74

Service cost is recorded in Salaries and related costs on the statement of consolidated operations. All other components of net periodic benefit costs are recorded in Miscellaneous, net on the statement of consolidated operations.

The Company's expected Net periodic benefit cost (credit) for 2023 is as follows (in millions):


						Pension Benefits						Other Postretirement Benefits
Net periodic benefit cost (credit)						$	97					$	(105)

The assumptions used for the benefit plans were as follows:


	Pension Benefits
Assumptions used to determine benefit obligations	2022		2021
Discount rate	5.20	%	2.90	%
Rate of compensation increase	3.83	%	3.83	%

Assumptions used to determine net expense
Discount rate	2.90	%	2.72	%
Expected return on plan assets	7.16	%	7.28	%
Rate of compensation increase	3.83	%	3.88	%


	Other Postretirement Benefits
Assumptions used to determine benefit obligations	2022		2021
Discount rate	5.66	%	2.82	%

Assumptions used to determine net expense
Discount rate	2.82	%	2.43	%
Expected return on plan assets	3.00	%	3.00	%
Health care cost trend rate assumed for next year	5.60	%	5.70	%
Rate to which the cost trend rate is assumed to decline (ultimate trend rate in 2033)	4.50	%	4.50	%

The Company used the Society of Actuaries' PRI-2012 Private Retirement Plans Mortality Tables projected generationally using the Society of Actuaries' MP-2021 projection scale.

The Company selected the 2022 discount rate for substantially all of its plans by using a hypothetical portfolio of high-quality bonds at December 31, 2022 that would provide the necessary cash flows to match projected benefit payments.

We develop our expected long-term rate of return assumption for our defined benefit plans based on historical experience and by evaluating input from the trustee managing the plans' assets. Our expected long-term rate of return on plan assets for these plans is based on a target allocation of assets, which is based on our goal of earning the highest rate of return while maintaining risk at acceptable levels. The plans strive to have assets sufficiently diversified so that adverse or unexpected results from one security class will not have an unduly detrimental impact on the entire portfolio. Plan fiduciaries regularly review our actual asset allocation and the pension plans' investments are periodically rebalanced to our targeted allocation when considered appropriate. United's plan assets are allocated within the following guidelines:


	Percent of Total		Expected Long-Term Rate of Return
Equity securities	25-40	%	9	%
Fixed-income securities	40-55		7
Alternatives	15-25		8


The table below shows the impacts of a change in certain assumptions on the 2023 net periodic benefit cost and the benefit obligations at December 31, 2022 (in millions):
	Pension Benefits		Other Postretirement Benefits
Impact on Benefit Obligation at December 31, 2022
100 basis points decrease in the weighted average discount rate	$	813	$	50

Impact on 2023 Net Periodic Benefit Cost
100 basis points decrease in the weighted average discount rate (a)	$	93	$	1
100 basis points decrease in the expected long-term rate of return on plan assets	33		—
(a) In general, as discount rates increase, the impact of changes in discount rates decreases. Therefore, these sensitivities cannot be extrapolated for larger increases or decreases in the discount rate. In addition, benefit cost is affected by other factors including, but not limited to, investment performance, contributions, demographic experience and other assumption changes.


Level 1			Unadjusted quoted prices in active markets for assets or liabilities identical to those to be reported at fair value
Level 2			Other inputs that are observable directly or indirectly, such as quoted prices for similar assets or liabilities or market-corroborated inputs
Level 3			Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about how market participants would price the assets or liabilities

Assets and liabilities measured at fair value are based on the valuation techniques identified in the tables below. The valuation techniques are as follows:

(a) Market approach. Prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities; and

(b) Income approach. Techniques to convert future amounts to a single current value based on market expectations (including present value techniques, option-pricing and excess earnings models).

The following tables present information about United's pension and other postretirement plan assets at December 31 (in millions):


	2022										2021
Pension Plan Assets:	Total		Level 1		Level 2		Level 3		Assets Measured at NAV(a)		Total		Level 1		Level 2		Level 3		Assets Measured at NAV(a)
Equity securities funds	$	1,183	$	58	$	26	$	114	$	985	$	1,754	$	71	$	44	$	147	$	1,492
Fixed-income securities	1,316		—		527		5		784		1,850		—		739		15		1,096
Alternatives	887		—		—		161		726		847		—		—		216		631
Other investments	81		6		16		5		54		175		108		59		8		—
Total	$	3,467	$	64	$	569	$	285	$	2,549	$	4,626	$	179	$	842	$	386	$	3,219
Other Postretirement Benefit Plan Assets:
Deposit administration fund	$	48	$	—	$	—	$	48	$	—	$	49	$	—	$	—	$	49	$	—

(a) In accordance with the relevant accounting standards, certain investments that are measured at fair value using the net asset value ("NAV") per share (or its equivalent) have not been classified in the fair value hierarchy. These investments are commingled funds that invest in equity securities and fixed-income instruments including bonds, debt securities, and other similar instruments issued by various U.S. and non-U.S. public- or private-sector entities. Redemption periods for these investments range from daily to semiannually.

Equity and Fixed-Income. Equities include investments in both developed market and emerging market equity securities. Fixed-income includes primarily U.S. and non-U.S. government fixed-income securities and non-U.S. corporate fixed-income securities, as well as securitized debt securities.

Deposit Administration Fund. This investment is a stable value investment product structured to provide investment income.

Alternatives. Alternative investments consist primarily of investments in hedge funds, real estate and private equity interests.

Other investments. Other investments consist of primarily cash equivalents, as well as insurance contracts.

The following table presents reconciliation of United's benefit plan assets measured at fair value using unobservable inputs (Level 3) for the years ended December 31, 2022 and 2021 (in millions):


	2022		2021
Balance at beginning of year	$	435	$	401
Actual income (loss) on plan assets:
Sold during the year	34		2
Held at year end	(39)		48
Purchases, sales, issuances and settlements (net)	(97)		(16)
Balance at end of year	$	333	$	435

Funding requirements for tax-qualified defined benefit pension plans are determined by government regulations. The Company does not expect any minimum required contributions for 2023 for its tax-qualified defined benefit pension plans. The Company expects to make approximately $113 million in contributions to its other postretirement benefit plans in 2023.

The estimated future benefit payments, net of expected participant contributions, in United's pension plans and other postretirement benefit plans for the next ten years, as of December 31, 2022, are as follows (in millions):


	Pension		Other Postretirement
2023	$	255	$	120
2024	253		109
2025	282		94
2026	304		86
2027	323		78
Years 2028 – 2032	1,776		293

Defined Contribution Plans. United offers several defined contribution plans to its employees. Depending upon the employee group, employer contributions consist of matching contributions and/or non-elective employer contributions. United's employer contribution percentages to its primary 401(k) defined contribution plans vary from 1% to 16% of eligible earnings depending on the terms of each plan. United recorded expenses for its primary 401(k) defined contribution plans of $756 million, $651 million and $687 million in the years ended December 31, 2022, 2021 and 2020, respectively.

Multi-Employer Plans. United's participation in the IAM National Pension Plan ("IAM Plan") for the annual period ended December 31, 2022 is outlined in the table below. The risks of participating in these multi-employer plans are different from single-employer plans, as United may be subject to additional risks that others do not meet their obligations, which in certain circumstances could revert to United. The IAM Plan reported $507 million in employers' contributions for the year ended December 31, 2021. For 2021, the Company's contributions to the IAM Plan represented more than 5% of total contributions to the IAM Plan. The 2022 information is not available as the applicable Form 5500 is not final for the plan year.


Pension Fund			IAM National Pension Fund ("Fund")
EIN/ Pension Plan Number			51-6031295 — 002
Pension Protection Act Zone Status (2022 and 2021)			Critical (2022 and 2021). A plan is in "critical" status if the funded percentage is less than 65 percent. On April 17, 2019, the IAM National Pension Fund Board of Trustees voluntarily elected for the Fund to be in critical status effective for the plan year beginning January 1, 2019 to strengthen the Fund's financial health. The Fund's funded percentage was 83.7% as of January 1, 2021.
FIP/RP Status Pending/Implemented			A 10-year Rehabilitation Plan effective, January 1, 2022, was adopted on April 17, 2019 that requires the Company to make an additional contribution of 2.5% of the hourly contribution rate, compounded annually for the length of the Rehabilitation Plan, effective June 1, 2019.
United's Contributions			$75 million, $58 million and $53 million in the years ended December 31, 2022, 2021 and 2020, respectively
Surcharge Imposed			No
Expiration Date of Collective Bargaining Agreement			N/A

Profit Sharing. Substantially all employees participate in profit sharing based on a percentage of pre-tax earnings, excluding special charges, profit sharing expense and share-based compensation. Profit sharing percentages range from 5% to 20% depending on the work group, and in some cases profit sharing percentages vary above and below certain pre-tax margin thresholds. 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 recorded profit sharing and related payroll tax expense of $133 million in 2022. As a result of the pre-tax losses in 2021 and 2020, no profit sharing was recorded. Profit sharing expense is recorded as a component of Salaries and related costs in the Company's statements of consolidated operations.

NOTE 8 - FAIR VALUE MEASUREMENTS, INVESTMENTS AND NOTES RECEIVABLE

Fair Value Information. Accounting standards require us to use valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are described in Note 7 of this report. The table below presents disclosures about the fair value of financial assets and liabilities measured at fair value on a recurring basis in the Company's financial statements as of December 31 (in millions):


	2022								2021
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Cash and cash equivalents	$	7,166	$	7,166	$	—	$	—	$	18,283	$	18,283	$	—	$	—
Restricted cash - current (Note 1)	45		45		—		—		37		37		—		—
Restricted cash - non-current (Note 1)	210		210		—		—		213		213		—		—
Short-term investments:
U.S. government and agency notes	8,914		—		8,914		—		2		—		2		—
Asset-backed securities	325		—		325		—		26		—		26		—
Corporate debt	9		—		9		—		95		—		95		—
Long-term investments:
Equity securities	189		189		—		—		229		229		—		—

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

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 or less.

Long Term Investments: Equity securities — Represents equity and equity-linked securities (such as vested warrants) in Azul Linhas Aéreas Brasileiras S.A., Clear Secure, Inc., Archer Aviation Inc. and Eve Holding, 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 as of December 31 (in millions). Carrying amounts include any related discounts, premiums and issuance costs:


	2022										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	$	31,194	$	29,371	$	—	$	23,990	$	5,381	$	33,363	$	34,550	$	—	$	29,088	$	5,462

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 and Long-term investments			Fair value is based on (a) the trading prices of the investment or similar instruments or (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. United holds investments in three regional carriers that fly for the Company as United Express under its CPAs. The combined carrying value of the investments was approximately $188 million as of December 31, 2022. Each investment and United's ownership stake are listed below.

CommuteAir LLC. United owns a 40% minority ownership stake in CommuteAir LLC, which does business as CommuteAir. CommuteAir currently operates 63 regional aircraft under a CPA that has a term through 2026. We account for this investment using the equity method.
Republic Airways Holdings Inc. ("Republic Holdings"). United holds a 19% minority interest in Republic Holdings. Republic Holdings is the parent company of Republic Airways Inc. ("Republic"). Republic currently operates 66 regional aircraft under CPAs that have terms through 2036. We account for this investment using the equity method.
Mesa Air Group, Inc. ("Mesa Air Group"). In January 2023, United obtained a 10% minority interest in Mesa Air Group, the parent company of Mesa Airlines, Inc. ("Mesa"). Mesa currently operates 63 regional aircraft, with the opportunity to operate up to 80 regional aircraft, under a CPA that has a term through 2032.

Other Investments. United holds equity investments in 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 December 31, 2022, the carrying value of these investments was $434 million.

Notes Receivable. The Company has $101 million of notes receivable, net of allowance for credit losses, the majority of which is from certain of its regional carriers. The loans are recorded in Investments in affiliates and other, less allowance for credit losses on the Company's consolidated balance sheet.

NOTE 9 - DEBT


(In millions)	Maturity Dates			Interest Rate(s) at December 31, 2022						At December 31,
			2022	2021
Aircraft notes (a)	2024	—	2034	2.70	%	—		6.48	%	$	12,262	$	13,293
MileagePlus Senior Secured Notes		2027				6.50	%			3,420		3,800
MileagePlus Term Loan Facility (b)		2027				10.00	%			2,700		3,000
2026 and 2029 Notes	2026	—	2029	4.38	%	—		4.63	%	4,000		4,000
2021 Term Loans (b)		2028				8.11	%			4,913		4,963
Unsecured
Notes	2024	—	2025	4.88	%	—		5.00	%	596		1,041
PSP Notes (c)	2030	—	2031			1.00	%			3,181		3,181
Other unsecured debt	2023	—	2029	0.00	%	—		5.75	%	508		598
										31,580		33,876
Less: unamortized debt discount, premiums and debt issuance costs										(386)		(513)
Less: current portion of long-term debt										(2,911)		(3,002)
Long-term debt, net										$	28,283	$	30,361
(a)Financing includes variable rate debt based on LIBOR (or another index rate), generally subject to a floor, plus a specified margin of 0.49% to 2.25%. (b)Financing includes variable rate debt based on LIBOR (or another index rate), subject to a floor, plus a specified margin of 3.75% to 5.25%. (c)The PSP Notes include $1.5 billion of indebtedness evidenced by a 10-year senior unsecured promissory note with Treasury provided under the PSP of the CARES Act ("PSP1"), $0.9 billion of indebtedness evidenced by a 10-year senior unsecured promissory note issued to Treasury pursuant to Payroll Support Program Extension Agreements under the CARES Act ("PSP2") and $0.8 billion of indebtedness evidenced by a 10-year senior unsecured promissory note issued to Treasury pursuant to the Payroll Support Program established under Section 7301 of the American Rescue Plan Act of 2021 ("PSP3"). These PSP Notes have a rate of 1.00% in years 1 through 5, and a rate of the Secured Overnight Financing Rate ("SOFR") plus 2.00% in years 6 through 10.

The table below presents the Company's contractual principal payments (not including debt discount or debt issuance costs) at December 31, 2022 under then-outstanding long-term debt agreements in each of the next five calendar years (in millions):


2023	$	2,911
2024	3,938
2025	3,392
2026	5,185
2027	2,405
After 2027	13,749
	$	31,580

During 2022, United borrowed $752 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 fixed and variable interest rates ranging from 4.0% to 5.9% at December 31, 2022.

In 2021, United entered into a new Term Loan Credit and Guaranty Agreement (the "2021 Term Loan Facility") initially providing term loans (the "2021 Term Loans") up to an aggregate amount of $5.0 billion and a new Revolving Credit and Guaranty Agreement (the "2021 Revolving Credit Facility" and, together with the 2021 Term Loan Facility, the "2021 Loan Facilities") initially providing revolving loan commitments of up to $1.75 billion. As of December 31, 2022, 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 December 31, 2022, the Company was in compliance with its debt covenants. The collateral, covenants and cross default provisions of the Company's principal debt instruments that contain such provisions are summarized in the table below:


Debt Instrument			Collateral, Covenants and Cross Default Provisions
Aircraft notes and other notes payable			Secured by certain aircraft, spare engines and spare parts. The indentures contain events of default that are customary for aircraft financings, including in certain cases cross default to other related aircraft.
2021 Loan Facilities			Secured on a senior basis by security interests granted by the Company to the collateral trustee for the benefit of the lenders under the 2021 Loan Facilities, among other parties, on the following: (i) all of the Company's route authorities granted by the U.S. Department of Transportation to operate scheduled service between any international airport located in the United States and any international airport located in any country other than the United States (except Cuba), (ii) the Company's rights to substantially all of its landing and take-off slots at foreign and domestic airports, including at John F. Kennedy International Airport, LaGuardia Airport and Ronald Reagan Washington National Airport (subject to certain exclusions), and (iii) the Company's rights to use or occupy space at airport terminals, each to the extent necessary at the relevant time for servicing scheduled air carrier service authorized by an applicable route authority. The 2021 Loan Facilities contain negative covenants that, among other things, limit our ability under certain circumstances to create liens on the collateral, make certain dividends, conduct stock repurchases, make certain restricted investments and other restricted payments, and consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets. The 2021 Loan Facilities also contain financial covenants that require the Company to maintain at least $2.0 billion of unrestricted liquidity at all times, which includes unrestricted cash, short-term investments and any undrawn amounts under any revolving credit facility, and to maintain a minimum ratio of appraised value of collateral to the outstanding debt secured by such collateral (including under the 2021 Loan Facilities) of 1.6 to 1.0, tested semi-annually. The 2021 Loan Facilities contain events of default customary for similar financings, including a cross-payment default and cross-acceleration to other material indebtedness.

2026 and 2029 Notes			The 2026 and 2029 Notes are secured on a senior basis by security interests granted by the Company to the collateral trustee for the benefit of the holders of the 2026 and 2029 Notes, among other parties, on the following: (i) all of the Company's route authorities granted by the U.S. Department of Transportation to operate scheduled service between any international airport located in the United States and any international airport located in any country other than the United States (except Cuba), (ii) the Company's rights to substantially all of its landing and take-off slots at foreign and domestic airports, including at John F. Kennedy International Airport, LaGuardia Airport and Ronald Reagan Washington National Airport (subject to certain exclusions), and (iii) the Company's rights to use or occupy space at airport terminals, each to the extent necessary at the relevant time for servicing scheduled air carrier service authorized by an applicable route authority. The indenture for these 2026 and 2029 Notes contains covenants that, among other things, limit our ability under certain circumstances to create liens on the Collateral, make certain dividends, stock repurchases, restricted investments and other restricted payments, and consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets. The indenture also contains a financial covenant that requires UAL to pay special interest in an additional amount equal to 2.0% per year of the principal amount of the 2026 and 2029 Notes for so long as it is unable to demonstrate that it maintains a minimum ratio of appraised value of collateral to the outstanding debt secured by such collateral (including the 2026 and 2029 Notes) of 1.6 to 1.0, tested semi-annually. The indenture contains events of default customary for similar financings, including a cross-payment default and cross-acceleration to other material indebtedness.
MileagePlus Senior Secured Notes and MileagePlus Term Loan Facility			Secured by first-priority security interests in substantially all of the assets of the Issuers, other than excluded property and subject to certain permitted liens, including security interests in specified cash accounts that include the accounts into which MileagePlus revenues are or will be paid by the Company's marketing partners and by the Company.
PSP Notes			The PSP Notes represent senior unsecured indebtedness of UAL. The PSP Notes are guaranteed by United. If any subsidiary of UAL (other than United) becomes, or is required to become, an obligor on unsecured indebtedness of UAL or any of its subsidiaries with a principal balance in excess of a specified amount, then such subsidiary shall be required to guarantee the obligations of the Company under the PSP Notes. Pursuant to the PSP Agreements, the Company and its affiliates will be required to comply with certain provisions including, among others, audit and reporting requirements and provisions restricting the payment of certain executive compensation until April 1, 2023.
Unsecured notes			The indentures for these notes contain covenants that, among other things, restrict the ability of the Company and its restricted subsidiaries (as defined in the indentures) to incur additional indebtedness and make certain dividends, stock repurchases, restricted investments and other restricted payments.

NOTE 10 - LEASES AND CAPACITY PURCHASE AGREEMENTS

United leases aircraft, airport passenger terminal space, aircraft hangars and related maintenance facilities, cargo terminals, other airport facilities, other commercial real estate, office and computer equipment and vehicles, among other items. Certain of these leases include provisions for variable lease payments which are based on several factors, including, but not limited to, relative leased square footage, available seat miles, enplaned passengers, passenger facility charges, terminal equipment usage fees, departures, and airports' annual operating budgets. Due to the variable nature of the rates, these leases are not recorded on our balance sheet as a right-of-use asset and lease liability.

For leases with terms greater than 12 months, we record the related right-of-use asset and lease liability at the present value of fixed lease payments over the lease term. To the extent a lease agreement includes an extension option that is reasonably certain to be exercised, we have recognized those amounts as part of our right-of-use assets and lease liabilities. Leases with an initial term of 12 months or less with purchase options or extension options that are not reasonably certain to be exercised are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the term of the lease. We combine lease and non-lease components, such as common area maintenance costs, in calculating the right-of-use assets and lease liabilities for all asset groups except for our CPAs, which contain embedded leases for regional aircraft. In addition to the lease component cost for regional aircraft, our CPAs also include non-lease components primarily related to the regional carriers' operating costs incurred in providing regional aircraft services. We allocate consideration for the lease components and non-lease components of each CPA based on their relative standalone values.

Lease Cost. The Company's lease cost for the years ended December 31 included the following components (in millions):


	2022		2021		2020
Operating lease cost	$	941	$	958	$	933
Variable and short-term lease cost	2,603		2,291		1,968
Amortization of finance lease assets	72		89		88
Interest on finance lease liabilities	13		16		16
Sublease income	(33)		(26)		(23)
Total lease cost	$	3,596	$	3,328	$	2,982

Lease terms and commitments. United's leases include aircraft leases for aircraft that are directly leased by United and aircraft that are operated by regional carriers on United's behalf under CPAs (but excluding aircraft owned by United) and non-aircraft leases. Aircraft operating leases relate to leases of 99 mainline and 318 regional aircraft while finance leases relate to leases of 26 mainline and 16 regional aircraft. United's aircraft leases have remaining lease terms of 1 month to 12 years with expiration dates ranging from 2023 through 2034. Under the terms of most aircraft leases, United has the right to purchase the aircraft at the end of the lease term, in some cases at fair market value, and in others, at a percentage of cost.

Non-aircraft leases have remaining lease terms of 1 month to 30 years, with expiration dates ranging from 2023 through 2053.

The table below summarizes the Company's scheduled future minimum lease payments under operating and finance leases, recorded on the balance sheet, as of December 31, 2022 (in millions):


	Operating Leases		Finance Leases
2023	$	851	$	114
2024	736		45
2025	616		39
2026	597		17
2027	779		10
After 2027	3,190		18
Minimum lease payments	6,769		243
Imputed interest	(1,749)		(24)
Present value of minimum lease payments	5,020		219
Less: current maturities of lease obligations	(561)		(104)
Long-term lease obligations	$	4,459	$	115

As of December 31, 2022, we have additional leases of approximately $3.0 billion for several regional aircraft under CPAs and airport facility leases that have not yet commenced. These leases will commence starting in 2023 through 2025 with lease terms of up to 12 years.

In 2020, United entered into agreements with third parties to finance through sale and leaseback transactions new Boeing model 787 aircraft and Boeing model 737 MAX aircraft subject to purchase agreements between United and Boeing. In connection with the delivery of each aircraft from Boeing, United assigned its right to purchase such aircraft to the buyer, and simultaneous with the buyer's purchase from Boeing, United entered into a long-term lease for such aircraft with the buyer as lessor. Upon delivery of the aircraft in these sale and leaseback transactions, the Company accounted for several of these aircraft, which have a repurchase option at a price other than fair value, as part of Flight equipment on the Company's consolidated balance sheet and the related obligation recorded in Current maturities of other financial liabilities and Other financial liabilities since they did not qualify for sale recognition (failed sale and leaseback). The remaining aircraft that qualified for sale recognition were recorded as Operating lease right-of-use assets and Current/Long-term obligations under operating leases on the Company's consolidated balance sheet after recognition of related gains on such sale. In 2022, under these sale and leaseback agreements, United exercised repurchase options for six Boeing 787 aircraft. The table below presents the Company's contractual payments at December 31, 2022 under then-outstanding failed sale and leaseback agreements in each of the next five calendar years (in millions):


	Other Financial Liabilities
2023	$	75
2024	79
2025	80
2026	80
2027	373
After 2027	428
	1,115
Imputed interest	(248)
Current maturities of other financial liabilities	(23)
Other financial liabilities	$	844

Our lease agreements do not provide a readily determinable implicit rate nor is it available to us from our lessors. Instead, we estimate United's incremental borrowing rate based on information available at lease commencement in order to discount lease payments to present value. The table below presents additional information related to our leases as of December 31:


	2022		2021
Weighted-average remaining lease term - operating leases	10 years		10 years
Weighted-average remaining lease term - finance leases	3 years		6 years
Weighted-average remaining lease term - other financial liabilities	9 years		13 years
Weighted-average discount rate - operating leases	5.5	%	5.0	%
Weighted-average discount rate - finance leases	6.4	%	4.8	%
Weighted-average interest rate - other financial liabilities	6.0	%	6.0	%

The table below presents supplemental cash flow information related to leases during the year ended December 31 (in millions):


	2022		2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	919	$	977	$	788
Operating cash flows for finance leases	13		18		20
Financing cash flows for finance leases	124		216		66

Regional CPAs. United has contractual relationships with various regional carriers to provide regional aircraft service branded as United Express. Under these CPAs, the Company pays the regional carriers contractually agreed fees (carrier costs) for operating these flights plus a variable rate adjustment based on agreed performance metrics, subject to annual adjustments. The

fees are based on specific rates multiplied by specific operating statistics (e.g., block hours, departures), as well as fixed monthly amounts. Under these CPAs, the Company is also responsible for all fuel costs incurred, as well as landing fees and other costs, which are either passed through by the regional carrier to the Company without any markup or directly incurred by the Company. In some cases, the Company owns some or all of the aircraft subject to the CPA and leases such aircraft to the regional carrier. United's CPAs are for 470 regional aircraft as of December 31, 2022, and the CPAs have terms expiring through 2036. Aircraft operated under CPAs include aircraft leased directly from the regional carriers and those owned by United and operated by the regional carriers. See Part I, Item 2. Properties, of this report for additional information.

United recorded approximately $0.9 billion, $0.6 billion and $0.6 billion in expenses related to its CPAs with its regional carriers in which United is a minority shareholder, for the years ended December 31, 2022, 2021 and 2020, respectively. United had notes receivables with carrying values of $62 million and $28 million due from these companies, as of December 31, 2022 and 2021, respectively. There were no accounts payable due to these companies as of December 31, 2022 and $102 million in accounts payable due to these companies as of December 31, 2021. The CPAs with these related parties were executed in the ordinary course of business.

In 2022, United entered into an amended CPA with Mesa to operate, starting in 2023, up to 38 CRJ-900 aircraft with a five-year term, dependent upon the number of Embraer E175 aircraft that Mesa is flying on United's behalf. Additionally in 2022, United amended a majority of its CPA agreements to increase the contractually agreed fees (carrier costs) paid to its regional carriers. The Company plans to wind down its CPA with Air Wisconsin in 2023.

Our future commitments under our CPAs are dependent on numerous variables, and are, therefore, difficult to predict. The most important of 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 that are disclosed as part of operating leases above. 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 historic levels and (5) an annual projected inflation rate. These amounts exclude variable pass-through costs such as fuel and landing fees, among others. Based on these assumptions as of December 31, 2022, our future payments through the end of the terms of our CPAs are presented in the table below (in billions):


2023	$	2.2
2024	1.9
2025	1.5
2026	1.3
2027	0.9
After 2027	3.2
	$	11.0

NOTE 11 - VARIABLE INTEREST ENTITIES ("VIE")

Variable interests are contractual, ownership or other monetary interests in an entity that change with fluctuations in the fair value of the entity's net assets exclusive of variable interests. A VIE can arise from items such as lease agreements, loan arrangements, guarantees or service contracts. An entity is a VIE if (a) the entity lacks sufficient equity or (b) the entity's equity holders lack power or the obligation and right as equity holders to absorb the entity's expected losses or to receive its expected residual returns.

If an entity is determined to be a VIE, the entity must be consolidated by the primary beneficiary. The primary beneficiary is the holder of the variable interests that has the power to direct the activities of a VIE that (i) most significantly impact the VIE's economic performance and (ii) has the obligation to absorb losses of or the right to receive benefits from the VIE that could potentially be significant to the VIE. Therefore, the Company must identify which activities most significantly impact the VIE's economic performance and determine whether it, or another party, has the power to direct those activities.

Airport Leases. United is the lessee of real property under long-term operating leases at a number of airports where we are also the guarantor of approximately $2.0 billion of tax-exempt special facilities revenue bonds and interest thereon as of December

31, 2022. These leases are typically with municipalities or other governmental entities, which are excluded from the consolidation requirements concerning a VIE. To the extent United's leases and related guarantees are with a separate legal entity other than a governmental entity, United is not the primary beneficiary because the lease terms are consistent with market terms at the inception of the lease and the lease does not include a residual value guarantee, fixed-price purchase option, or similar feature. See Note 12 of this report for more information regarding United's guarantee of the tax-exempt special facilities revenue bonds.

EETCs. United evaluated whether the pass-through trusts formed for its EETC financings, treated as either debt or aircraft operating leases, are VIEs required to be consolidated by United under applicable accounting guidance, and determined that the pass-through trusts are VIEs. Based on United's analysis as described below, United determined that it does not have a variable interest in the pass-through trusts.

The primary risk of the pass-through trusts is credit risk (i.e. the risk that United, the issuer of the equipment notes, may be unable to make its principal and interest payments). The primary purpose of the pass-through trust structure is to enhance the credit worthiness of United's debt obligation through certain bankruptcy protection provisions, a liquidity facility (in certain of the EETC structures) and improved loan-to-value ratios for more senior debt classes. These credit enhancements lower United's total borrowing cost. Pass-through trusts are established to receive principal and interest payments on the equipment notes purchased by the pass-through trusts from United and remit these proceeds to the pass-through trusts' certificate holders.

United does not invest in or obtain a financial interest in the pass-through trusts. Rather, United has an obligation to make interest and principal payments on its equipment notes held by the pass-through trusts. United does not intend to have any voting or non-voting equity interest in the pass-through trusts or to absorb variability from the pass-through trusts. Based on this analysis, the Company determined that it is not required to consolidate the pass-through trusts.

NOTE 12 - COMMITMENTS AND CONTINGENCIES

Commitments. As of December 31, 2022, United had firm commitments to purchase aircraft from The Boeing Company ("Boeing") and Airbus S.A.S. ("Airbus") presented in the table below:


		Scheduled Aircraft Deliveries
Aircraft Type	Number of Firm Commitments (a)	2023	2024	After 2024
787	102	2	8	92
737 MAX	433	135	88	210
A321neo	70	12	31	27
A321XLR	50	—	—	50
A350	45	—	—	45
(a) United also has options and purchase rights for additional aircraft.

The aircraft listed in the table above are scheduled for delivery through 2033. The amount and timing of the Company's future capital commitments could change to the extent that: (i) the Company and the aircraft manufacturers, with whom the Company has existing orders for new aircraft, agree to modify the contracts governing those orders; (ii) rights are exercised pursuant to the relevant agreements to modify the timing of deliveries; or (iii) the aircraft manufacturers are unable to deliver in accordance with the terms of those orders. Airbus notified United that eight Airbus A321neo aircraft scheduled for delivery in 2023, as shown in the table above, are now expected to deliver in 2024, and Boeing notified United that 37 Boeing 737 MAX aircraft scheduled for delivery in 2023, as shown in the table above, are now expected to deliver in 2024. Also, United estimates that an additional six Boeing 737 MAX aircraft scheduled for delivery in 2023, as shown in the table above, will deliver in 2024.

In December 2022, the Company entered into a confidential settlement with Boeing with respect to compensation for aircraft manufacturer delivery delays in 2020 through 2022 related to Boeing 787 aircraft. The compensation is in the form of credit memos to be issued at future dates upon the satisfaction of certain conditions. The Company is accounting for this settlement as a reduction to the cost basis of certain existing and future firm order Boeing 787 aircraft, which is expected to reduce future depreciation expense associated with these aircraft.

The table below summarizes United's commitments as of December 31, 2022, which include aircraft and related spare engines, aircraft improvements and all non-aircraft capital commitments (in billions):


2023	$	10.2
2024	8.0
2025	7.8
2026	5.9
2027	5.0
After 2027	16.6
	$	53.5

Legal and Environmental. The Company has certain contingencies resulting from litigation and claims incident to the ordinary course of business. As of December 31, 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 contingencies to which the Company is subject and prior experience, that its defenses and assertions in pending legal proceedings have merit and the ultimate disposition of any pending matter will not materially affect the Company's financial position, results of operations or cash flows. The Company records liabilities for legal and environmental claims when it is probable that a loss has been incurred and the amount is reasonably estimable. These amounts are recorded based on the Company's assessments of the likelihood of their eventual disposition.

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

Guarantees and Indemnifications. In the normal course of business, the Company enters into numerous real estate leasing and aircraft financing arrangements that have various guarantees included in the contracts. These guarantees are primarily in the form of indemnities under which the Company typically indemnifies the lessors and any tax/financing parties against liabilities that arise out of or relate to the use, operation or maintenance of the leased premises or financed aircraft. Currently, the Company believes that any future payments required under these guarantees or indemnities would be immaterial, as most liabilities and related indemnities are covered by insurance (subject to deductibles). Additionally, certain real estate leases include indemnities for any environmental liability that may arise out of or relate to the use of the leased premises.

As of December 31, 2022, United is the guarantor of approximately $2.0 billion in aggregate principal amount of tax-exempt special facilities revenue bonds and interest thereon. These bonds, issued by various airport municipalities, are payable 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. The obligations associated with these tax-exempt special facilities revenue bonds are included in our lease commitments disclosed in Note 10 of this report. All of these bonds are due between 2023 and 2041.

As of December 31, 2022, United is the guarantor of $92 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.

As of December 31, 2022, United had $377 million of surety bonds securing various insurance related obligations with expiration dates through 2027.

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 LIBOR or SOFR, for 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. At December 31, 2022, the Company had $12.9 billion of floating rate debt with remaining terms of up to 12 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 12 years and an aggregate balance of $9.8 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.

Fuel Consortia. United participates in numerous fuel consortia with other air carriers at major airports to reduce the costs of fuel distribution and storage. Interline agreements govern the rights and responsibilities of the consortia members and provide for the allocation of the overall costs to operate the consortia based on usage. The consortia (and in limited cases, the participating carriers) have entered into long-term agreements to lease certain airport fuel storage and distribution facilities that

are typically financed through tax-exempt bonds, either special facilities lease revenue bonds or general airport revenue bonds, issued by various local municipalities. In general, each consortium lease agreement requires the consortium to make lease payments in amounts sufficient to pay the maturing principal and interest payments on the bonds. As of December 31, 2022, approximately $2.5 billion principal amount of such bonds was secured by significant fuel facility leases in which United participates, as to which United and each of the signatory airlines has provided indirect guarantees of the debt. As of December 31, 2022, the Company's contingent exposure was approximately $400 million principal amount of such bonds based on its recent consortia participation. The Company's contingent exposure could increase if the participation of other air carriers decreases. The guarantees will expire when the tax-exempt bonds are paid in full, which ranges from 2023 to 2056. The Company concluded it was not necessary to record a liability for these indirect guarantees.

Regional Capacity Purchase. As of December 31, 2022, United had 255 call options to purchase regional jet aircraft being operated by certain of its regional carriers with contract dates extending until 2029. These call options are exercisable upon wrongful termination or breach of contract, among other conditions.

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 current level of Unrestricted Liquidity is substantially in excess of these minimum levels.

Labor Negotiations. As of December 31, 2022, United, including its subsidiaries, had approximately 92,800 employees. Approximately 84% of United's employees were represented by various U.S. labor organizations. In November 2022, United dispatchers represented by the Professional Airline Flight Control Association voted to ratify a two-year contract extension. Also, in January 2023, United and the International Brotherhood of Teamsters ratified an extension to its labor contract covering the Company's more than 8,000 technicians and related employees. The agreement becomes amendable in December 2024 and includes a one-year early opener that allows for bargaining on a successor agreement to begin in December 2023.

NOTE 13 - SPECIAL CHARGES (CREDITS)

For the years ended December 31, operating and nonoperating special charges (credits) and unrealized (gains) losses on investments in the statements of consolidated operations consisted of the following (in millions):


Operating:	2022		2021		2020
CARES Act grant	$	—	$	(4,021)	$	(3,536)
Severance and benefit costs	—		438		575
Impairment of assets	—		97		318
(Gains) losses on sale of assets and other special charges	140		119		27
Total operating special charges (credits)	140		(3,367)		(2,616)
Nonoperating unrealized (gains) losses on investments, net	(20)		34		194
Nonoperating debt extinguishment and modification fees	7		50		—
Nonoperating special termination benefits and settlement losses	—		31		687
Nonoperating credit loss on BRW Term Loan and related guarantee	—		—		697
Total nonoperating special charges and unrealized (gains) losses on investments, net	(13)		115		1,578
Total operating and nonoperating special charges (credits) and unrealized (gains) losses on investments, net	127		(3,252)		(1,038)
Income tax expense (benefit), net of valuation allowance	(33)		728		404
Total operating and nonoperating special charges (credits) and unrealized (gains) losses on investments, net of income taxes	$	94	$	(2,524)	$	(634)

2022

(Gains) losses on sale of assets and other special charges. During 2022, the Company recorded $140 million of net charges primarily comprised of $94 million for various legal matters and $23 million related to certain contract disputes. See Note 12 of this report for a discussion of the legal matters.

Nonoperating unrealized (gains) losses on investments, net. During 2022, the Company recorded gains of $20 million primarily for the change in the market value of its investments in equity securities.

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

2021

CARES Act grant. During 2021, the Company received approximately $5.8 billion in funding pursuant to the Payroll Support Program agreements under the CARES Act (the "PSP2 and PSP3 Agreements"), which included approximately $1.7 billion aggregate principal amount of unsecured promissory notes. The Company recorded $4.0 billion as grant income in Special charges (credits). The Company also recorded $99 million for the PSP2 Warrants and PSP3 Warrants issued to Treasury as part of the PSP2 and PSP3 Agreements, within stockholders' equity, as an offset to the grant income.

Severance and benefit costs**.** During 2021, the Company recorded $438 million of charges 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 2021, the Company recorded the following impairment charges:

$61 million, primarily comprised of impairment charges for 13 Airbus A319 aircraft and 13 Boeing 737-700 airframes as a result of the then-current market conditions for used aircraft, along with charges for cancelled induction projects related to these aircraft.
$36 million of impairments related to 64 Embraer EMB 145LR aircraft and related spare engines that United retired from its regional 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 2021, the Company recorded net charges of $119 million primarily related to a one-time bonus paid to employees for their continued efforts during the COVID-19 pandemic, incentives

for its 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, partially offset by gains primarily related to the sale of its former headquarters in suburban Chicago, aircraft sale-leaseback transactions and aircraft component manufacturer credits.

Nonoperating unrealized (gains) losses on investments, net**.** During 2021, the Company recorded losses of $34 million primarily for the change in the market value of its investments in equity securities.

Nonoperating debt extinguishment and modification fees. During 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 and settlement losses. During 2021, as part of the first quarter voluntary leave programs, the Company recorded $31 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 to a notional Retiree Health Account of $125,000 for full-time employees and $75,000 for part-time employees. See Note 7 of this report for additional information.

2020

CARES Act grant. During 2020, the Company received approximately $5.1 billion in funding pursuant to the Payroll Support Program under the CARES Act, which consisted of a $3.6 billion grant and a $1.5 billion unsecured loan. The Company recorded $3.5 billion as grant income in Special charges (credits). The Company also recorded $66 million for warrants issued to Treasury, within stockholders' equity, as an offset to the grant income.

Severance and benefit costs**.** During 2020, the Company recorded $575 million related to its workforce reduction and voluntary plans for employee severance, pay continuance from voluntary retirements and benefits-related costs.

Impairment of assets*.* During 2020, the Company recorded the following impairment charges:

$130 million for its China routes which were primarily caused by the COVID-19 pandemic, the Company's subsequent suspension of flights to China and a further delay in the expected return of full capacity to the China markets.
$94 million related to 11 permanently-grounded Boeing 757-200 aircraft and the related engines and spare parts.
$38 million related to the right-of-use assets associated with the embedded aircraft leases in one of the Company's CPAs. This impairment was primarily due to the impact to cash flows from the pandemic and the relatively short remaining term under the CPA.
$56 million related to various cancelled facility, aircraft induction and information technology capital projects. The decisions driving these impairments were the result of the COVID-19 pandemic's impact on the Company's operations.

(Gains) losses on sale of assets and other special charges. During 2020, the Company recorded losses on certain asset sales and charges for legal reserves, partially offset by gains on aircraft sale-leaseback transactions.

Nonoperating unrealized gains (losses) on investments, net. During 2020, the Company recorded losses of $194 million primarily for changes in the fair value of its investments in equity securities.

Nonoperating special termination benefits and settlement losses. During 2020, the Company recorded $687 million of settlement losses related to the Company's primary defined benefit pension plan covering certain U.S. non-pilot employees, and special termination benefits offered, under voluntary leave programs. See Note 7 of this report for additional information.

Nonoperating credit loss on BRW Term Loan and related guarantee. During 2020, the Company recorded a $697 million expected credit loss allowance for the Company's Term Loan Agreement (the "BRW Term Loan"), with, among others, BRW Aviation Holding LLC and BRW Aviation LLC, and the related guarantee.

Previous: Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. · Next: Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.