Overview

United Airlines Holdings, Inc. (together with its consolidated subsidiaries, 
"UAL" or the "Company") is a holding company and its principal, wholly-owned 
subsidiary is United Airlines, Inc. (together with its consolidated 
subsidiaries, "United"). This Quarterly Report on Form 10-Q is a combined 
report of UAL and United including their respective consolidated financial 
statements. As UAL consolidates United for financial statement purposes, 
disclosures that relate to activities of United also apply to UAL, unless 
otherwise noted. United's operating revenues and operating expenses comprise 
nearly 100% of UAL's revenues and operating expenses. In addition, United 
comprises approximately the entire balance of UAL's assets, liabilities and 
operating cash flows. When appropriate, UAL and United are named specifically 
for their individual contractual obligations and related disclosures and any 
significant differences between the operations and results of UAL and United 
are separately disclosed and explained. We sometimes use the words "we," "our," 
"us," and the "Company" in this report for disclosures that relate to all of 
UAL and United. The Company transports people and cargo through its mainline 
operations, which utilize jet aircraft with at least 126 seats, and regional 
operations, which utilize smaller aircraft that are operated under contract by 
United Express carriers. The Company serves virtually every major market around 
the world, either directly or through participation in Star Alliance®, the 
world's largest airline alliance. UAL, through United and its regional 
carriers, operates approximately 4,900 flights a day to 358 airports across 
five continents.

Third Quarter Highlights

•

Third quarter 2019 net income was $1.0 billion, or $3.99 diluted earnings per 
share, as compared to net income of $833 million, or diluted earnings per share 
of $3.05, in the third quarter of 2018.

•

Passenger revenue increased 3.6% to $10.5 billion during the third quarter of 
2019 as compared to the third quarter of 2018.

•

Traffic and capacity increased 1.9% during the third quarter of 2019 as 
compared to the third quarter of 2018. The Company's passenger load factor for 
the third quarter of 2019 was 86.1%. Outlook Set forth below is a discussion of 
matters that we believe could impact our financial and operating performance 
and cause our results of operations in future periods to differ materially from 
our historical operating results and/or from our anticipated results of 
operations described in the forward-looking statements in this report. See Part 
I, Item 1A., Risk Factors, of the Company's Annual Report on Form 10-K for the 
fiscal year ended December 31, 2018 (the "2018 Annual Report") and Part II, 
Item 1A., Risk Factors, of this report for a detailed discussion of the risk 
factors affecting UAL and United, and the factors described under 
"Forward-Looking Information" below for additional discussion of these and 
other factors that could affect us.

Growth Strategy. Our priorities for 2019 are delivering top-tier operational 
reliability and customer service while continuing to execute on our growth plan 
by strengthening our domestic network through strategic and efficient growth 
and investing in our people and product. Fuel. The price of jet fuel remains 
volatile. Based on projected fuel consumption in 2019, a one-dollar change in 
the price of a barrel of crude oil would change the Company's annual fuel 
expense by approximately $102 million.


RESULTS OF OPERATIONS The following discussion provides an analysis of our 
results of operations and reasons for material changes therein for the three 
months ended September 30, 2019 as compared to the corresponding period in 
2018. Third Quarter 2019 Compared to Third Quarter 2018 The Company recorded 
net income of $1.0 billion in the third quarter of 2019 as compared to net 
income of $833 million in the third quarter of 2018. The Company considers a 
key measure of its performance to be operating income, which was $1.5 billion 
for the third quarter of 2019, as compared to $1.2 billion for the third 
quarter of 2018, a $286 million increase year-over-year. Significant components 
of the Company's operating results for the three months ended September 30 are 
as follows (in millions, except percentage changes):


Operating Revenue.

Passenger revenue increased $361 million, or 3.6%, in the third quarter of 2019 
as compared to the year-ago period primarily due to a 1.9% increase in traffic, 
a 3.1% increase in average fares, primarily in the Domestic and Latin markets, 
the continued roll-out of United's Premium Plus product, as well as increases 
in ancillary fees.

Operating Expenses.

Salaries and related costs increased $133 million, or 4.5%, in the third 
quarter of 2019 as compared to the year-ago period primarily due to 
contractually higher pay rates, higher benefit expenses and a 1.8% increase in 
average full-time equivalent employees. Aircraft fuel expense decreased by $276 
million, or 10.7%, in the third quarter of 2019 as compared to the year-ago 
period. During the third quarter of 2019, the Company obtained a $35 million 
state fuel tax refund.

Regional capacity purchase increased $45 million, or 6.7%, in the third quarter 
of 2019 as compared to the year-ago period primarily due to a 2.6% increase in 
50-seat aircraft capacity and rate increases under various capacity purchase 
agreements with regional carriers. Depreciation and amortization increased $30 
million, or 5.5%, in the third quarter of 2019 as compared to the year-ago 
period primarily due to additions of new and used aircraft and increases in 
technology infrastructure. Aircraft maintenance materials and outside repairs 
increased $35 million, or 7.7%, in the third quarter of 2019 as compared to the 
year-ago period primarily due to the timing of regular airframe maintenance 
checks and component part repairs. Aircraft rent decreased $42 million, or 
38.5%, in the third quarter of 2019 as compared to the year-ago period, 
primarily due to the purchase of leased aircraft and the conversion of certain 
operating leases to finance leases.

Other operating expenses increased $124 million, or 8.5%, in the third quarter 
of 2019 as compared to the year-ago period, primarily due to an increase in 
purchased services related to our airport operations, technology initiatives, 
facility projects and crew-related expenses. Nonoperating Income (Expense). The 
following table illustrates the year-over-year dollar and percentage changes in 
the Company's nonoperating income (expense) for the three months ended 
September 30 (in millions, except for percentage changes):

First Nine Months 2019 Compared to First Nine Months 2018 The Company recorded 
net income of $2.4 billion in the first nine months of 2019 as compared to net 
income of $1.7 billion in the first nine months of 2018. The Company considers 
a key measure of its performance to be operating income, which was $3.4 billion 
for the first nine months of 2019, as compared to $2.6 billion for the first 
nine months of 2018, an $846 million increase year-over-year.

Total operating expenses

Salaries and related costs increased $459 million, or 5.4%, in the first nine 
months of 2019 as compared to the year-ago period primarily due to 
contractually higher pay rates, higher benefit expenses and a 3.4% increase in 
average full-time equivalent employees. Aircraft fuel expense decreased $223 
million, or 3.2%, in the first nine months of 2019 as compared to the year-ago 
period.

Regional capacity purchase increased $125 million, or 6.3%, in the first nine 
months of 2019 as compared to the year-ago period primarily due to a 4.3% 
increase in 50-seat aircraft capacity and rate increases under various capacity 
purchase agreements with regional carriers. Aircraft rent decreased $134 
million, or 37.7%, in the first nine months of 2019 as compared to the year-ago 
period, primarily due to the purchase of leased aircraft and the conversion of 
certain operating leases to finance leases.

Interest expense increased $73 million, or 14.7%, in the first nine months of 
2019 as compared to the year-ago period, primarily due to the conversion of 
certain operating leases to finance leases and debt issued for the acquisition 
of new aircraft. Miscellaneous, net decreased $150 million in the first nine 
months of 2019 as compared to the year-ago period, primarily due to fluctuation 
in the mark-to-market of certain financial instruments. Income Taxes. See Note 
5 to the financial statements included in Part I, Item 1 of this report for 
information related to income taxes.

LIQUIDITY AND CAPITAL RESOURCES Current Liquidity As of September 30, 2019, the 
Company had $5.1 billion in unrestricted cash, cash equivalents and short-term 
investments, as compared to $4.0 billion at December 31, 2018. As of September 
30, 2019, the Company had its entire commitment capacity of $2.0 billion under 
the revolving credit facility of the Amended and Restated Credit and Guaranty 
Agreement available for borrowings. At September 30, 2019, the Company also had 
$104 million of restricted cash and cash equivalents, which is primarily 
collateral for letters of credit and collateral associated with facility leases 
and other insurance-related obligations. We have a significant amount of fixed 
obligations, including debt and leases of aircraft, airport and other 
facilities, and pension funding obligations. As of September 30, 2019, the 
Company had approximately $14.4 billion of debt and finance lease obligations, 
including $1.3 billion that will become due in the next 12 months. In addition, 
we have substantial noncancelable commitments for capital expenditures, 
including the acquisition of certain new aircraft and related spare engines. As 
of September 30, 2019, our current liabilities exceeded our current assets by 
approximately $7.2 billion. However, approximately $8.1 billion of our current 
liabilities are related to our advance ticket sales and frequent flyer deferred 
revenue, both of which largely represent revenue to be recognized for travel in 
the near future and not actual cash outlays. The deficit in working capital 
does not have an adverse impact to our cash flows, liquidity or operations. As 
of September 30, 2019, United had firm commitments and options to purchase 
aircraft from The Boeing Company ("Boeing"), Airbus S.A.S. ("Airbus") and 
Embraer S.A. ("Embraer").


The aircraft are scheduled for delivery through 2027. To the extent the Company 
and the aircraft manufacturers with whom the Company has existing orders for 
new aircraft agree to modify the contracts governing those orders, the amount 
and timing of the Company's future capital commitments could change. United 
also has agreements to purchase 20 used Airbus A319 aircraft with expected 
delivery dates through 2022 and 20 used Boeing 737-700 aircraft with expected 
delivery dates in 2019 through 2021.

On March 13, 2019, the Federal Aviation Administration issued an emergency 
order prohibiting the operation of Boeing 737 MAX series airplanes by U.S. 
certificated operators (the "FAA Order"). As a result, the Company grounded all 
14 Boeing 737 MAX 9 aircraft in its fleet. Prior to the grounding, the Company 
operated approximately 50 flights a day on these aircraft, and expected, given 
the anticipated delivery schedule, to operate approximately 110 flights a day 
by the end of the year. The FAA Order also resulted in Boeing suspending 
delivery of new Boeing 737 MAX series aircraft. The extent of the delay to the 
scheduled deliveries of the 737 MAX aircraft included in the table above is 
expected to be impacted by the length of time the FAA Order remains in place, 
Boeing's production rate and the pace at which Boeing can deliver aircraft 
following the lifting of the FAA Order, among other factors. As of September 
30, 2019, United had $1.2 billion in financing available through enhanced 
equipment trust certificates ("EETC") transactions that it intends to use for 
the financing of certain aircraft deliveries scheduled through the first 
quarter of 2020. Approximately $93 million of the proceeds from the February 
2019 pass through certificates (such certificates, the "2019-1 Pass Through 
Certificates") were expected to be used to purchase equipment notes issued by 
United and secured by three Boeing 737 MAX aircraft, which aircraft were 
scheduled for delivery by Boeing in March, April and May of 2019. However, as a 
result of the FAA Order, United has not yet taken delivery of these three 
aircraft. If United is not in a position to take delivery of such 737 MAX 
aircraft on or prior to November 30, 2019, any funds remaining with the 
depositary in escrow at such time, together with accrued and unpaid interest 
thereon but without premium, will be distributed to the holders of the 2019-1 
Pass Through Certificates. See Note 11 to the financial statements included in 
Part I, Item 1 of this report for additional information on aircraft financing. 
As of September 30, 2019, UAL and United have total capital commitments related 
to the acquisition of aircraft and related spare engines, aircraft improvements 
and all non-aircraft capital commitments for approximately $23.6 billion, of 
which approximately $1.5 billion, $6.1 billion, $3.8 billion, $2.9 billion, 
$2.3 billion and $7 billion are due in the last three months of 2019 and for 
the full year for 2020, 2021, 2022, 2023 and thereafter, respectively. 
Commitments for 2020 are expected to be higher than other years listed above 
due to the large number of wide-body aircraft deliveries (17 new aircraft) 
scheduled in that year. Amounts are not adjusted for any potential changes in 
the delivery schedule of the Boeing 737 MAX aircraft. Financing may be 
necessary to satisfy the Company's capital commitments for its firm order 
aircraft and other related capital expenditures. The Company has backstop 
financing commitments available from certain of its aircraft manufacturers for 
a limited number of its future aircraft deliveries, subject to certain 
customary conditions. See Note 11 to the financial statements included in Part 
I, Item 1 of this report for additional information on aircraft financing. As 
of September 30, 2019, a substantial portion of the Company's assets, 
principally aircraft, certain route authorities and airport slots, was pledged 
under various loan and other agreements. We must sustain our profitability 
and/or access the capital markets to meet our significant long-term debt and 
finance lease obligations and future commitments for capital expenditures, 
including the acquisition of aircraft and related spare engines. Credit 
Ratings. As of the filing date of this report, UAL and United had the following 
corporate credit ratings:

S&P, Moody's, Fitch UAL

BB,   Ba2,     BB

The credit agency does not issue corporate credit ratings for subsidiary 
entities. These credit ratings are below investment grade levels; however, the 
Company has been able to secure financing with investment grade credit ratings 
for certain enhanced equipment trust certificates and term loans. Downgrades 
from current rating levels, among other things, could restrict the availability 
and/or increase the cost of future financing for the Company. Sources and Uses 
of Cash Operating Activities. Cash flows provided by operations were $5.7 
billion for the nine months ended September 30, 2019 compared to $5.0 billion 
in the same period in 2018. The increase is primarily attributable to an 
increase in operating income which was $3.4 billion for the first nine months 
of 2019 as compared to $2.6 billion in the same period in 2018. Investing 
Activities. Capital expenditures were approximately $3.3 billion and $2.5 
billion in the nine months ended September 30, 2019 and 2018, respectively. 
Capital expenditures for the nine months ended September 30, 2019 were 
primarily attributable to additions of new aircraft, aircraft improvements, and 
increases in facility and information technology assets. Financing Activities. 
During the nine months ended September 30, 2019, the Company made debt and 
finance lease payments of $831 million.

In the nine months ended September 30, 2019, United received and recorded $1.1 
billion of proceeds as debt from the EETC pass-through trusts established in 
February and September 2019. See Note 11 to the financial statements included 
in Part I, Item 1 of this report for additional information. In the nine months 
ended September 30, 2019, United received and recorded $350 million of proceeds 
from the 4.875% Senior Notes due January 15, 2025. Share Repurchase Programs. 
In the three and nine months ended September 30, 2019, UAL repurchased 
approximately 4.1 million and 16.8 million shares, respectively, of UAL common 
stock in open market transactions for $0.4 billion and $1.4 billion, 
respectively. On July 15, 2019, UAL's Board of Directors authorized a new $3.0 
billion share repurchase program to acquire UAL's common stock. As of September 
30, 2019, the Company had approximately $3.3 billion remaining to purchase 
shares under its December 2017 and July 2019 share repurchase programs. UAL may 
repurchase shares through the open market, privately negotiated transactions, 
block trades or accelerated share repurchase transactions from time to time in 
accordance with applicable securities laws. UAL will repurchase shares of UAL 
common stock subject to prevailing market conditions, and may discontinue such 
repurchases at any time. See Part II, Item 2, Unregistered Sales of Equity 
Securities and Use of Proceeds of this report for additional information. 
Commitments, Contingencies and Liquidity Matters. As described in the 2018 
Annual Report, the Company's liquidity may be adversely impacted by a variety 
of factors, including, but not limited to, pension funding obligations, reserve 
requirements associated with credit card processing agreements, guarantees, 
commitments and contingencies. See the 2018 Annual Report and Notes 6, 7, 8, 9, 
10 and 11 to the financial statements contained in Part I, Item 1 of this 
report for additional information. Our actual results could differ materially 
from these forward-looking statements due to numerous factors including, 
without limitation, the following: our ability to execute our strategic 
operating plan, including our growth, revenue-generating and cost-control 
initiatives; general economic conditions (including interest rates, foreign 
currency exchange rates, investment or credit market conditions, crude oil 
prices, costs of aircraft fuel and energy refining capacity in relevant 
markets); risks of doing business globally, including instability and political 
developments that may impact our operations in certain countries; demand for 
travel and the impact that global economic and political conditions have on 
customer travel patterns; our capacity decisions and the capacity decisions of 
our competitors; competitive pressures on pricing and on demand; changes in 
aircraft fuel prices; disruptions in our supply of aircraft fuel; our ability 
to cost-effectively hedge against increases in the price of aircraft fuel, if 
we decide to do so; the effects of any technology failures or cybersecurity 
breaches; disruptions to services provided by third-party service providers; 
potential reputational or other impact from adverse events involving our 
aircraft or operations, the aircraft or operations of our regional carriers or 
our code share partners or the aircraft or operations of another airline; our 
ability to attract and retain customers; the effects of any terrorist attacks, 
international hostilities or other security events, or the fear of such events; 
the mandatory grounding of aircraft in our fleet; disruptions to our regional 
network; the impact of regulatory, investigative and legal proceedings and 
legal compliance risks; the success of our investments in other airlines, 
including in other parts of the world; industry consolidation or changes in 
airline alliances; the ability of other air carriers with whom we have 
alliances or partnerships to provide the services contemplated by the 
respective arrangements with such carriers; costs associated with any 
modification or termination of our aircraft orders; disruptions in the 
availability of aircraft, parts or support from our suppliers; our ability to 
maintain satisfactory labor relations and the results of any collective 
bargaining agreement process with our union groups; any disruptions to 
operations due to any potential actions by our labor groups; labor costs; an 
outbreak of a disease that affects travel demand or travel behavior; the impact 
of any management changes; extended interruptions or disruptions in service at 
major airports where we operate; U.S. or foreign governmental legislation, 
regulation and other actions (including Open Skies agreements, environmental 
regulations and the United Kingdom's withdrawal from the European Union); the 
seasonality of the airline industry; weather conditions; the costs and 
availability of aviation and other insurance; the costs and availability of 
financing; our ability to maintain adequate liquidity; our ability to comply 
with the terms of our various financing arrangements; our ability to realize 
the full value of our intangible assets and long-lived assets; and other risks 
and uncertainties set forth under Part I, Item 1A., Risk Factors, of our 2018 
Annual Report, and Part II, Item 1A., Risk Factors, of this report, as well as 
other risks and uncertainties set forth from time to time in the reports we 
file with the U.S. Securities and Exchange Commission (the "SEC").