United Announces Second-Quarter 2013 Profit

                 United Announces Second-Quarter 2013 Profit

UAL Reports $521 Million Second-Quarter 2013 Profit Excluding Special Charges;
$469 Million Profit Including Special Charges

PR Newswire

CHICAGO, July 25, 2013

CHICAGO, July 25, 2013 /PRNewswire/ -- United Airlines (UAL) today reported
second-quarter 2013 net income of $521 million, or $1.35 per diluted share,
excluding $52 million of special charges. Including special charges, UAL
reported second-quarter 2013 net income of $469 million, an increase of 38
percent year-over-year, or $1.21 per diluted share.

  oUAL generated $10 billion of revenue in the second quarter of 2013, its
    highest ever second-quarter revenue result.
  oLeading the U.S. airline industry in year-over-year passenger revenue per
    available seat mile (PRASM) growth for the second consecutive quarter,
    United's PRASM increased 1.0 percent in the second quarter compared to the
    second quarter of 2012.
  oSecond-quarter consolidated unit costs (CASM), holding fuel rate and
    profit sharing constant and excluding special charges and third-party
    business expense, increased 4.5 percent year-over-year on a consolidated
    capacity (available seat miles) reduction of 2.1 percent. Second-quarter
    consolidated CASM increased 0.7 percent year-over-year.
  oUAL ended the second quarter with $7.0 billion in unrestricted liquidity.

"I am encouraged by the progress we made in the second quarter – in our
operations, in our customer service and in our financial performance," said
Jeff Smisek, chairman, president and chief executive officer. "I'd like to
thank my co-workers for working together as we build the world's leading
airline."

Second-Quarter Revenue and Capacity
For the second quarter, total revenue was $10.0 billion, an increase of 0.6
percent compared to the same period in 2012. Second-quarter consolidated
passenger revenue decreased 1.1 percent year-over-year to $8.7 billion, on a
consolidated capacity decrease of 2.1 percent year-over-year. Cargo and other
revenue in the second quarter increased 13.8 percent versus the second quarter
of 2012, or $162 million, to $1.3 billion.

Consolidated revenue passenger miles (RPMs) decreased 1.7 percent on a
consolidated capacity decrease of 2.1 percent year-over-year in the second
quarter, resulting in a consolidated load factor of 84.7 percent, the highest
second-quarter consolidated load factor in United's history.

Second-quarter consolidated PRASM increased 1.0 percent compared to the same
period in 2012. Consolidated yield for the second quarter increased 0.6
percent year-over-year.

Mainline RPMs in the second quarter decreased 2.1 percent on a mainline
capacity decrease of 2.4 percent year-over-year, resulting in a mainline load
factor of 84.9 percent. Second-quarter mainline yield increased 0.5 percent
compared to the same period in 2012. Second-quarter mainline PRASM increased
0.7 percent year-over-year.

"I'd like to thank our team for working through challenging weather and high
load factors to deliver competitive on-time performance and customer service
this quarter," said Jim Compton, UAL's vice chairman and chief revenue
officer. "For the second straight quarter, our unit revenue outperformed the
industry. Our investments in customer service training and in our product are
paying off."

Second-quarter passenger revenue and period-to-period comparisons of related
statistics for UAL's mainline and regional operations are as follows:

               2Q 2013           Passenger                       Available
               Passenger         Revenue vs. PRASM vs. Yield vs. Seat
               Revenue                     2Q 2012   2Q 2012   Miles vs.
                                 2Q 2012
               (millions)                                        2Q 2012
Domestic       $3,309            (3.8%)      0.0%      (0.4%)    (3.8%)
Atlantic       1,664             4.7%        6.1%      6.1%      (1.3%)
Pacific        1,193             (5.1%)      (3.4%)    (4.2%)    (1.8%)
Latin America  663               0.9%        (0.5%)    (0.7%)    1.4%
International  3,520             0.5%        1.5%      1.1%      (0.9%)
Mainline       6,829             (1.7%)      0.7%      0.5%      (2.4%)
Regional       1,839             0.8%        1.1%      (0.5%)    (0.3%)
Consolidated   $8,668            (1.1%)      1.0%      0.6%      (2.1%)

Second-Quarter Costs
Total operating expenses decreased $133 million, or 1.4 percent, in the second
quarter versus the same period in 2012. Excluding special charges,
second-quarter total operating expenses increased $21 million, or 0.2 percent,
year-over-year.

Second-quarter consolidated and mainline CASM increased 0.7 and 1.3 percent
year-over-year, respectively. Second-quarter consolidated and mainline CASM,
excluding special charges and third-party business expense, increased 1.1
percent and 1.8 percent, respectively, compared to second-quarter 2012.
Third-party business expense was $170 million in the second quarter of 2013.

In the second quarter, consolidated and mainline CASM, excluding special
charges and third-party business expense and holding fuel rate and profit
sharing constant, increased 4.5 percent and 5.2 percent, respectively,
compared to the second quarter of 2012.

"Our top financial priorities for 2013 are to operate more efficiently and to
meet our return-on-invested capital target, and our performance in the second
quarter puts us in good position to achieve these goals," said John Rainey,
UAL's executive vice president and chief financial officer. "We continued to
strengthen our balance sheet and make prudent long-term investments in our
business, which create a more stable foundation for our future."

Liquidity and Cash Flow
UAL ended the second quarter with $7.0 billion in unrestricted liquidity,
including $1.0 billion of undrawn commitments under its revolving credit
facility. During the second quarter, UAL generated $1.1 billion of operating
cash flow. The company's gross capital expenditures and purchase deposits for
the quarter were $549 million. The company made debt and capital lease
principal payments of $540 million in the second quarter, including $144
million of pre-payments.

Second-Quarter 2013 Accomplishments
Operations, Co-workers and Customer Service

  oUnited Airlines reported a second-quarter mainline on-time arrival rate
    (domestic and international) of 76.7 percent, a competitive on-time
    arrival rate given the abnormally high incidence of weather and air
    traffic control delays. The on-time arrival rate is based on flights
    arriving within 14 minutes of scheduled arrival time. United co-workers
    earned cash incentive payments totaling $4 million for on-time performance
    during the second quarter.
  oUnited neared completion of its comprehensive customer service training
    program for all customer-facing agents and flight attendants worldwide
    with more than 75 percent of mainline and United Express flight
    attendants, airport agents and reservation agents trained through the
    second quarter.
  oThe company recognized each of its United 100 winners with a $500 cash
    prize and two roundtrip airline tickets to anywhere the airline flies. The
    United 100 program recognizes 100 employees each quarter who were
    nominated and selected by their co-workers for exemplary performance or
    achievements that support the cornerstones of the company's business plan.
  oMore than 64,000 United Airlines employees worldwide – including flight
    attendants, customer service agents, technicians and ramp workers –
    debuted newly designed uniforms, the first time members of these work
    groups have worn similarly styled uniforms.

Finance, Network and Fleet

  oUnited issued $300 million of senior unsecured notes due 2018 at an
    interest rate of 6.375 percent.
  oDuring the quarter, the company expanded its industry-leading global route
    network, launching new nonstop service between Paris and San Francisco;
    between Tokyo and Denver and between Shannon, Ireland, and Chicago. The
    company also launched new nonstop service to Austin, Texas; Charleston,
    S.C.; Fairbanks, Alaska; Edmonton, Alberta, Canada; Grand Rapids, Mich.;
    Guatemala City, Guatemala; Mobile, Ala.; Portland, Ore.; Saint George,
    Utah; San Jose, Costa Rica; San Jose del Cabo, Mexico; Traverse City,
    Mich.; Vancouver, British Columbia, Canada; and Wichita, Kan. United also
    added three new cities to its network: Dickinson, N.D.; Fort McMurray,
    Alberta, Canada and Santa Fe, N.M. The company announced future new
    nonstop markets, including the company's first nonstop service to St.
    Lucia, as well as additional service to Austin, Texas, and Gunnison, Colo.
  oUnited welcomed back the Boeing 787 Dreamliner with commercial service
    between Houston and its other domestic hubs. The airline launched the
    highly anticipated Denver to Tokyo-Narita service in June, marking a
    successful return of the Dreamliner to United's international skies.
    United also launched temporary 787 service from Houston to London in June,
    and in August the company will start additional 787 international service
    from Houston to Lagos, Nigeria, and from Los Angeles to Tokyo and
    Shanghai.
  oThe company increased its Dreamliner order to 65. United will be the North
    American launch customer for the Boeing 787-10. The company also converted
    its existing order for 25 A350-900s into A350-1000s and added an
    additional 10 aircraft to the order, totaling 35 aircraft. United expects
    delivery for both the 787-10 and A350-1000 beginning in 2018, enabling the
    airline to further modernize its international widebody fleet by replacing
    older, less efficient aircraft to reduce fuel and operating costs, enhance
    the customer experience and maximize network opportunities.
  oUnited will introduce 70 Embraer 175 aircraft into the United Express
    fleet beginning in 2014. These aircraft – with 76 seats, a larger
    first-class cabin and larger overhead bins – will be operated by SkyWest
    Airlines, Inc. and another United Express carrier, with deliveries
    expected in 2014 and 2015.
  oThe company took delivery of six Boeing 737-900ERs and removed from
    service two Boeing 757-200s and the last five Boeing 737-500s and the last
    five Boeing 767-200s from its fleet.
  oThe company executed a definitive purchase agreement with AltAir Fuels for
    15 million gallons of cost-competitive, commercial-scale, sustainable
    aviation biofuel to be used on flights departing LAX in 2014. AltAir
    Fuels' renewable jet fuel is expected to achieve at least a 50 percent
    reduction in greenhouse gas emissions on a lifecycle basis.

Product, Loyalty Program and Facilities

  oUnited reached a milestone of being the only U.S. carrier offering
    180-degree flat-bed seats and personal on-demand entertainment in premium
    cabins on all scheduled, long-haul international flights from the
    continental U.S.
  oThe company continued outfitting aircraft with global satellite Wi-Fi,
    offering inflight connectivity on long-haul international flights. The
    airline now has 57 aircraft complete and is installing satellite Wi-Fi at
    a rate of over 25 aircraft per month for the remainder of 2013.
  oThe airline introduced its 200th aircraft with live television, offering
    customers more than 100 channels of live programming while in-flight.
    United operates more live television-equipped aircraft than any other
    airline in the world.
  oUnited launched subscription options that offer customers access to
    Economy Plus seating or pre-paid checked baggage charges for a year,
    providing new choices for customers to tailor their travel experiences.
  oUnited introduced a revenue component to its MileagePlus premier status
    qualification requirements for the 2015 program year.
  oUnited debuted the MileagePlus Small Business Network, a first-of-its-kind
    loyalty program that enables businesses to earn and redeem miles by
    purchasing goods and services from the program's vendor partners,
    including leading providers of printing, shipping, credit card payment
    processing, office supplies and computing services.
  oUnited opened its new Terminal B south concourse at Houston's George Bush
    Intercontinental Airport. The $97 million south concourse is a new
    225,000-square-foot facility dedicated to United Express regional flights.
  oUnited signed a 20-year lease extension at Newark Liberty International
    Airport and committed to invest an additional $150 million in the region's
    largest hub to ensure the airport remains one of the country's premier
    global gateways. The facility upgrades include a redesign of the airline's
    check-in facilities, a new catering facility and an advanced checked
    baggage screening system.

About United
United Airlines and United Express operate an average of 5,341 flights a day
to more than 360 airports across six continents. In 2012, United and United
Express carried more passenger traffic than any other airline in the world and
operated nearly two million flights carrying 140 million customers. United is
investing in upgrading its onboard products and now offers more flat-bed seats
in its premium cabins and more extra-legroom economy-class seating than any
airline in North America. In 2013, United became the first U.S.-based
international carrier to offer satellite-based Wi-Fi on long-haul overseas
routes. The airline also features DIRECTV® on 200 aircraft, offering customers
more live television access than any other airline in the world. United
operates nearly 700 mainline aircraft and has made large-scale investments in
its fleet. In 2013, United will continue to modernize its fleet by taking
delivery of more than two dozen new Boeing aircraft. The company expanded its
industry-leading global route network in 2012, launching nine new
international and 18 new domestic routes. Business Traveler magazine awarded
United Best Airline for North American Travel for 2012, and readers of Global
Traveler magazine have voted United's MileagePlus program the best frequent
flyer program for nine consecutive years. According to the 4th annual
Switchfly Reward Seat Availability Survey published by IdeaWorksCompany in May
2013, United has the most saver-style award-seat availability among the
largest U.S. global airlines. United is a founding member of Star Alliance,
which provides service to 195 countries via 28 member airlines. More than
85,000 United employees reside in every U.S. state and in countries around the
world.For more information, visit united.com or follow United on Twitter and
Facebook. The common stock of United's parent, United Continental Holdings,
Inc., is traded on the NYSE under the symbol UAL.

Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995: Certain statements included in this release are forward-looking and thus
reflect our current expectations and beliefs with respect to certain current
and future events and financial performance. Such forward-looking statements
are and will be subject to many risks and uncertainties relating to our
operations and business environment that may cause actual results to differ
materially from any future results expressed or implied in such
forward-looking statements. Words such as "expects," "will," "plans,"
"anticipates," "indicates," "believes," "forecast," "guidance," "outlook" and
similar expressions are intended to identify forward-looking statements.
Additionally, forward-looking statements include statements that do not relate
solely to historical facts, such as statements which identify uncertainties or
trends, discuss the possible future effects of current known trends or
uncertainties or which indicate that the future effects of known trends or
uncertainties cannot be predicted, guaranteed or assured. All forward-looking
statements in this report are based upon information available to us on the
date of this report. We undertake no obligation to publicly update or revise
any forward-looking statement, whether as a result of new information, future
events, changed circumstances or otherwise, except as required by applicable
law. Our actual results could differ materially from these forward-looking
statements due to numerous factors including, without limitation, the
following: our ability to comply with the terms of our various financing
arrangements; the costs and availability of financing; our ability to maintain
adequate liquidity; our ability to execute our operational plans; our ability
to control our costs, including realizing benefits from our resource
optimization efforts, cost reduction initiatives and fleet replacement
programs; our ability to utilize our net operating losses; our ability to
attract and retain customers; demand for transportation in the markets in
which we operate; an outbreak of a disease that affects travel demand or
travel behavior; demand for travel and the impact that global economic
conditions have on customer travel patterns; excessive taxation and the
inability to offset future taxable income; 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); our ability to cost-effectively hedge
against increases in the price of aircraft fuel; any potential realized or
unrealized gains or losses related to fuel or currency hedging programs; the
effects of any hostilities, act of war or terrorist attack; 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; the
costs and availability of aviation and other insurance; industry consolidation
or changes in airline alliances; competitive pressures on pricing and on
demand; our capacity decisions and the capacity decisions of our competitors;
U.S. or foreign governmental legislation, regulation and other actions
(including open skies agreements and environmental regulations); labor costs;
our ability to maintain satisfactory labor relations and the results of the
collective bargaining agreement process with our union groups; any disruptions
to operations due to any potential actions by our labor groups; weather
conditions; the possibility that expected merger synergies will not be
realized or will not be realized within the expected time period; and other
risks and uncertainties set forth under Item 1A, Risk Factors, of UAL's Annual
Report on Form 10-K, as well as other risks and uncertainties set forth from
time to time in the reports we file with the SEC.

-tables attached-



UNITED CONTINENTAL HOLDINGS, INC.
STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)
                      Three Months                Six Months Ended
                      Ended
                      June 30,        %           June 30,          %
 (In millions, except 2013    2012    Increase/   2013     2012     Increase/
 per share data)                      (Decrease)                    (Decrease)
 Operating revenue:
 Passenger:
 Mainline             $6,829  $6,944  (1.7)       $12,767  $12,898  (1.0)
 Regional             1,839   1,824   0.8         3,460    3,378    2.4
 Total passenger      8,668   8,768   (1.1)       16,227   16,276   (0.3)
 revenue
 Cargo                236     265     (10.9)      463      529      (12.5)
 Other                1,097   906     21.1        2,032    1,736    17.1
 Total operating      10,001  9,939   0.6         18,722   18,541   1.0
 revenue
 Operating expenses:
 Aircraft fuel (A)    3,068   3,408   (10.0)      6,118    6,637    (7.8)
 Salaries and related 2,175   2,024   7.5         4,302    3,921    9.7
 costs
 Regional capacity    628     643     (2.3)       1,216    1,259    (3.4)
 purchase (B)
 Landing fees and     507     503     0.8         1,004    972      3.3
 other rent
 Aircraft maintenance
 materials and        480     432     11.1        918      839      9.4

 outside repairs
 Depreciation and     425     378     12.4        833      758      9.9
 amortization
 Distribution         347     345     0.6         675      682      (1.0)
 expenses
 Aircraft rent        235     251     (6.4)       475      502      (5.4)
 Special charges (C)  52      206     NM          144      370      NM
 Other operating      1,314   1,174   11.9        2,531    2,297    10.2
 expenses
 Total operating      9,231   9,364   (1.4)       18,216   18,237   (0.1)
 expenses
 Operating income     770     575     33.9        506      304      66.4
 Nonoperating income
 (expense):
 Interest expense     (194)   (213)   (8.9)       (395)    (429)    (7.9)
 Interest capitalized 12      9       33.3        23       17       35.3
 Interest income      6       7       (14.3)      11       12       (8.3)
 Miscellaneous, net   (123)   (38)    223.7       (100)    (11)     NM
 Total nonoperating   (299)   (235)   27.2        (461)    (411)    12.2
 expense
 Income (loss) before 471     340     38.5        45       (107)    NM
 income taxes
 Income tax expense   2       1       100.0       (7)      2        NM
 (benefit) (D)
 Net Income (loss)    $469    $339    38.3        $52      $(109)   NM
 Earnings (loss) per  $1.37   $1.02   34.3        $0.15    $(0.33)  NM
 share, basic
 Earnings (loss) per  $1.21   $0.89   36.0        $0.15    $(0.33)  NM
 share, diluted
 Weighted average     341     331     3.0         337      331      1.8
 shares, basic
 Weighted average     394     393     0.3         337      331      1.8
 shares, diluted
 NM Not meaningful

UNITED CONTINENTAL HOLDINGS, INC.
NOTES (UNAUDITED)
(A) UAL's results of operations include fuel expense for
    both mainline and regional operations.
                    Three Months Ended              Six Months
                                                    Ended
                    June 30,            %           June 30,        %
    (In millions,                       Increase/                   Increase/
    except per      2013       2012     (Decrease)  2013    2012    (Decrease)
    gallon)
    Mainline fuel
    expense         $2,486     $2,760   (9.9)       $4,947  $5,358  (7.7)
    excluding hedge
    impacts
    Hedge losses
    reported in     (9)        (38)     NM         (18)    (69)    NM
    fuel expense
    (a)
    Total mainline  2,495      2,798    (10.8)      4,965   5,427   (8.5)
    fuel expense
    Regional fuel   573        610      (6.1)       1,153   1,210   (4.7)
    expense
    Consolidated    3,068      3,408    (10.0)      6,118   6,637   (7.8)
    fuel expense
    Settled hedge
    gains (losses)
    not recorded in (1)        1        NM         16      -       NM
    fuel expense
    (b)
    Fuel expense
    including all
    gains (losses)  $3,069     $3,407   (9.9)       $6,102  $6,637  (8.1)
    from settled
    hedges (c)
    Mainline fuel
    consumption     827        849      (2.6)       1,575   1,639   (3.9)
    (gallons)
    Mainline
    average
    aircraft fuel
    price per
    gallon          300.6      325.1    (7.5)       314.1   326.9   (3.9)
    excluding hedge
    losses recorded
    in fuel expense
    (cents)
    Mainline
    average
    aircraft fuel   301.7      329.6    (8.5)       315.2   331.1   (4.8)
    price per
    gallon (cents)
    Mainline
    average
    aircraft fuel
    price per
    gallon          301.8      329.4    (8.4)       314.2   331.1   (5.1)
    including all
    gains (losses)
    from settled
    hedges (cents)
    Regional fuel
    consumption     189        186      1.6         365     363     0.6
    (gallons)
    Regional
    average
    aircraft fuel   303.2      328.0    (7.6)       315.9   333.3   (5.2)
    price per
    gallon (cents)
    Consolidated
    consumption     1,016      1,035    (1.8)       1,940   2,002   (3.1)
    (gallons)
    Consolidated
    average
    aircraft fuel
    price per
    gallon          301.1      325.6    (7.5)       314.4   328.1   (4.2)
    excluding hedge
    losses recorded
    in fuel expense
    (cents)
    Consolidated
    average
    aircraft fuel   302.0      329.3    (8.3)       315.4   331.5   (4.9)
    price per
    gallon (cents)
    Consolidated
    average
    aircraft fuel
    price per
    gallon          302.1      329.2    (8.2)       314.5   331.5   (5.1)
    including all
    gains (losses)
    from settled
    hedges (cents)
    (a) Includes losses from settled hedges that were designated for hedge
    accounting. UAL allocates 100% of hedge accounting gains (losses) to
    mainline fuel expense.
    (b) Includes ineffectiveness gains (losses) on settled hedges and gains
    (losses) on settled hedges not designated for hedge accounting. These
    amounts are recorded in Nonoperating income (expense): Miscellaneous, net.
    (c) This figure does not include mark-to-market ("MTM") gains or losses,
    which are recorded in Nonoperating income (expense): Miscellaneous, net.
    MTM losses were $81 million and $30 million for the three months ended
    June 30, 2013 and 2012 respectively, and $48 million and $4 million for
    the six months ended June 30, 2013 and 2012 respectively.
    UAL has contractual relationships with various regional carriers to
    provide regional jet and turboprop service branded as United Express.
(B) Under these agreements, UAL pays the regional carriers or other third
    parties contractually agreed fees for crew expenses, maintenance expenses
    and other costs of operating these flights. These costs include aircraft
    rent of $159 million and $321 million for the three months and six months
    ended June 30, 2013, respectively, of which $107 million and $52 million
    is included in regional capacity purchase expense and aircraft rentals,
    respectively, for the three months ended June 30, 2013 and $216 million
    and $105 million is included in regional capacity purchase expense and
    aircraft rentals, respectively, for the six months ended June 30, 2013 in
    our Statements of Consolidated Operations.

UNITED CONTINENTAL HOLDINGS, INC.
NOTES (UNAUDITED)
(C) Special charges include
    the following:
                               Three Months Ended          Six Months Ended
                               June 30,                    June 30,
    (In millions)              2013             2012       2013        2012
    Merger integration-related $45              $137       $115        $271
    costs
    Additional costs
    associated with the        7                -          18          -
    temporarily grounded
    Boeing 787 aircraft
    Voluntary severance and    -                76         14          125
    benefits
    Gains on sales of assets
    and other special items,   -                (7)        (3)         (26)
    net
    Total special charges      52               206        144         370
    Income tax benefit         -                -          -           (2)
    Special charges, net of    $52              $206       $144        $368
    tax
    2013 - Special charges
    Merger integration-related costs: Merger integration-related costs include
    compensation costs related to systems integration and training, costs to
    repaint aircraft and other branding activities, new uniform costs, costs
    to write-off or accelerate depreciation on systems and facilities that are
    no longer used or planned to be used for significantly shorter periods,
    relocation costs for employees and severance primarily associated with
    administrative headcount reductions.
    Voluntary severance and benefits: During the six months ended June 30,
    2013, the company recorded $14 million associated with a voluntary program
    offered by United in which flight attendants took an unpaid 13-month leave
    of absence.The flight attendants continue to receive medical benefits and
    other company benefits while on leave under this program.Approximately
    1,300 flight attendants opted to participate in the program.
    Additional costs associated with the temporarily grounded Boeing 787
    aircraft: During the six months ended June 30, 2013, the company recorded
    $18 million associated with the temporary grounding of its Boeing 787
    aircraft. The charges were comprised of aircraft depreciation expense and
    dedicated personnel costs that the company incurred while the aircraft
    were grounded. The aircraft returned to service in May 2013.
    Gains on sales of assets and other special items, net: During the six
    months ended June 30, 2013, the company recorded a $5 million gain related
    to a contract termination and $2 million in losses on the sale of assets.
    2012 - Special charges
    Merger integration-related costs: Include compensation costs related to
    systems integration and training, costs to repaint aircraft and other
    branding activities, costs to write-off or accelerate depreciation on
    systems and facilities that are no longer used or planned to be used for
    significantly shorter periods, relocation costs for employees and
    severance primarily associated with administrative headcount reductions.
    In addition, on June 30, 2012 UAL became obligated under an indenture to
    issue to the Pension Benefit Guaranty Corporation $62.5 million aggregate
    principal amount of 8% Contingent Senior Unsecured Notes. UAL recorded a
    liability of approximately $48 million for the fair value of that
    obligation. The company classified the liability as an
    integration-related cost since the financial results of UAL, excluding
    Continental's results, would not have resulted in a financial triggering
    event under the 8% Notes indenture.
    Voluntary severance and benefits: In the first quarter of 2012, the
    company recorded $49 million associated with two voluntary employee
    programs. In one program, approximately 400 mechanics offered to retire
    early in exchange for a cash severance payment that was based on the
    number of years of service the employee had accumulated. The other
    program was a voluntary company-offered leave of absence that
    approximately 1,800 flight attendants accepted, which allowed for
    continued medical coverage during the leave of absence period. In the
    second quarter of 2012, The company recorded $76 million associated with a
    voluntary severance program. Approximately 1,300 flight attendants
    volunteered to retire early in exchange for a cash severance payment that
    was based on the number of years of service each employee had
    accumulated.
    Gains on sales of assets and other special items, net: In the first
    quarter of 2012, the company sold six aircraft and its interest in a crew
    hotel in Hawaii. The company also recorded an impairment charge on an
    intangible asset related to certain take-off and landing slots to reflect
    the discontinuance of one of the frequencies on an international route.
    The company also made adjustments to legal reserves. In the second
    quarter of 2012, the company sold three aircraft, realizing a net gain of
    $7 million.
    No federal income tax expense was recognized related to our pretax income
    for the three months ended June 30, 2013 and 2012 and the six months ended
    June 30, 2013 due to the utilization of book net operating loss carry
    forwards for which no benefit has previously been recognized. We are
(D) required to provide a valuation allowance for our deferred tax assets in
    excess of deferred tax liabilities because UAL concluded that it is more
    likely than not that such deferred tax assets will ultimately not be
    realized. As a result, pre-tax losses for the six months ended June 30,
    2012 were not reduced by any tax benefits.





UNITED CONTINENTAL HOLDINGS, INC.
STATISTICS
                 Three Months Ended               Six Months Ended
                 June 30,            %            June 30,          %
                 2013       2012     Increase/    2013     2012     Increase/
                                     (Decrease)                     (Decrease)
Mainline:
Passengers       23,592     24,825   (5.0)        45,071   46,734   (3.6)
(thousands)
Revenue
passenger miles  46,720     47,719   (2.1)        87,267   88,910   (1.8)
(millions)
Available seat   55,009     56,351   (2.4)        104,829  108,819  (3.7)
miles (millions)
Cargo ton miles  573        631      (9.2)        1,119    1,262    (11.3)
(millions)
Passenger load
factor:
Mainline         84.9 %     84.7 %   0.2  pts.    83.2 %   81.7 %   1.5  pts.
Domestic         86.8 %     86.5 %   0.3  pts.    85.6 %   84.4 %   1.2  pts.
International    83.1 %     82.8 %   0.3  pts.    81.0 %   79.0 %   2.0  pts.
Passenger
revenue per      12.41      12.32    0.7          12.18    11.85    2.8
available seat
mile (cents)
Average yield
per revenue      14.62      14.55    0.5          14.63    14.51    0.8
passenger mile
(cents)
Average fare per $289.46    $279.72  3.5          $283.26  $275.99  2.6
passenger
Cost per
available seat
mile (CASM)
(cents):
CASM (a)         13.83      13.65    1.3          14.34    13.73    4.4
CASM, excluding
special charges  13.73      13.28    3.4          14.20    13.39    6.0
(b)
CASM, excluding
special charges
and third-party  13.42      13.18    1.8          13.92    13.27    4.9
business
expenses (b)
CASM, excluding
special charges,
third-party      8.89       8.21     8.3          9.19     8.28     11.0
business
expenses and
fuel (b)
CASM, holding
fuel rate and
profit sharing
constant,
excluding        13.87      13.18    5.2          14.17    13.27    6.8
special charges
and third-party
business
expenses (b)
Average aircraft
fuel price per
gallon excluding
hedge losses     300.6      325.1    (7.5)        314.1    326.9    (3.9)
recorded in fuel
expense (cents)
(c)
Average aircraft
fuel price per   301.7      329.6    (8.5)        315.2    331.1    (4.8)
gallon (cents)
(c)
Average aircraft
fuel price per
gallon including
all gains        301.8      329.4    (8.4)        314.2    331.1    (5.1)
(losses) from
settled hedges
(cents) (c)
Fuel gallons
consumed         827        849      (2.6)        1,575    1,639    (3.9)
(millions)
Aircraft in
fleet at end of  696        699      (0.4)        696      699      (0.4)
period
Average stage
length (miles)   1,958      1,899    3.1          1,918    1,884    1.8
(d)
Average daily
utilization of   10:52      11:03    (1.7)        10:25    10:41    (2.5)
each aircraft
(hours)
Regional:
Passengers       12,360     12,246   0.9          23,236   22,864   1.6
(thousands)
Revenue
passenger miles  6,861      6,772    1.3          12,858   12,688   1.3
(millions)
Available seat   8,242      8,265    (0.3)        15,794   16,141   (2.1)
miles (millions)
Passenger load   83.2 %     81.9 %   1.3  pts.    81.4 %   78.6 %   2.8  pts.
factor
Passenger
revenue per      22.31      22.07    1.1          21.91    20.93    4.7
available seat
mile (cents)
Average yield
per revenue      26.80      26.93    (0.5)        26.91    26.62    1.1
passenger mile
(cents)
Aircraft in
fleet at end of  570        558      2.2          570      558      2.2
period
Average stage
length (miles)   542        534      1.5          539      538      0.2
(d)





UNITED CONTINENTAL HOLDINGS, INC.
STATISTICS (Continued)
                    Three Months                  Six Months Ended
                    Ended
                    June 30,          %           June 30,          %
                    2013      2012    Increase/   2013     2012     Increase/
                                      (Decrease)                    (Decrease)
Consolidated
(Mainline and
Regional):
    Passengers      35,952    37,071  (3.0)       68,307   69,598   (1.9)
    (thousands)
    Revenue
    passenger miles 53,581    54,491  (1.7)       100,125  101,598  (1.4)
    (millions)
    Available seat
    miles           63,251    64,616  (2.1)       120,623  124,960  (3.5)
    (millions)
    Passenger load  84.7 %    84.3 %  0.4  pts.   83.0 %   81.3 %   1.7  pts.
    factor
    Passenger
    revenue per     13.70     13.57   1.0         13.45    13.02    3.3
    available seat
    mile (cents)
    Total revenue
    per available   15.81     15.38   2.8         15.52    14.84    4.6
    seat miles
    (cents)
    Average yield
    per revenue     16.18     16.09   0.6         16.21    16.02    1.2
    passenger mile
    (cents)
    CASM (a)        14.59     14.49   0.7         15.10    14.59    3.5
    CASM, excluding
    special charges 14.51     14.17   2.4         14.98    14.30    4.8
    (b)
    CASM, excluding
    special charges
    and third-party 14.24     14.08   1.1         14.74    14.20    3.8
    business
    expenses (b)
    CASM, excluding
    special
    charges,
    third-party     9.39      8.81    6.6         9.67     8.89     8.8
    business
    expenses and
    fuel (b)
    CASM, holding
    fuel rate and
    profit sharing
    constant,
    excluding       14.71     14.08   4.5         15.00    14.20    5.6
    special charges
    and third-party
    business
    expenses (b)
    Average
    aircraft fuel
    price per
    gallon          301.1     325.6   (7.5)       314.4    328.1    (4.2)
    excluding hedge
    losses recorded
    in fuel expense
    (cents) (c)
    Average
    aircraft fuel
    price per       302.0     329.3   (8.3)       315.4    331.5    (4.9)
    gallon (cents)
    (c)
    Average
    aircraft fuel
    price per
    gallon
    including all   302.1     329.2   (8.2)       314.5    331.5    (5.1)
    gains (losses)
    from settled
    hedges (cents)
    (c)
    Fuel gallons
    consumed        1,016     1,035   (1.8)       1,940    2,002    (3.1)
    (millions)
    Average
    full-time
    equivalent      85.1      84.5    0.7         84.7     84.1     0.7
    employees
    (thousands)
(a) Includes impact of special charges (See Note C).
(b) These financial measures provide management and investors the ability to
    monitor the company's performance on a consistent basis.
(c) Fuel price per gallon includes aircraft fuel and related taxes.
(d) Average stage length equals the average distance a seat travels adjusted
    for size of aircraft (available seat miles/seats).

UNITED CONTINENTAL HOLDINGS, INC.
NON-GAAP FINANCIAL RECONCILIATION
UAL evaluates its financial performance utilizing various accounting principles generally
accepted in the United States of America ("GAAP") and non-GAAP financial measures, including
net income/loss, net earnings/loss per share and CASM, among others. Non-GAAP financial
measures are presented because they provide management and investors the ability to measure
and monitor UAL's performance on a consistent basis. CASM is a common metric used in the
airline industry to measure an airline's cost structure and efficiency. Pursuant to SEC
Regulation G, UAL has included the following reconciliation of reported non-GAAP financial
measures to comparable financial measures reported on a GAAP basis. UAL believes that
excluding fuel costs from certain measures is useful to investors because it provides an
additional measure of management's performance excluding the effects of a significant cost
item over which management has limited influence. UAL believes that adjusting for special
charges is useful to investors because they are non-recurring charges not indicative of
UAL's ongoing performance. UAL also believes that excluding third-party business expenses,
such as maintenance, ground handling and catering services for third parties, fuel sales and
non-air mileage redemptions, provides more meaningful disclosure because these expenses are
not directly related to UAL's core business.
            Three Months                            Six Months Ended
            Ended
(in         June 30,        $           %           June 30,          $           %
millions)
            2013    2012    Increase/   Increase/   2013     2012     Increase/   Increase/
                            (Decrease)  (Decrease)                    (Decrease)  (Decrease)
Operating   $9,231  $9,364  $(133)      (1.4)       $18,216  $18,237  $(21)       (0.1)
expenses
Less:
Special     52      206     (154)       NM        144      370      (226)       NM
charges (C)
Operating
expenses,
excluding   9,179   9,158   21          0.2         18,072   17,867   205         1.1
special
charges
Less:
Third-party 170     60      110         183.3       291      125      166         132.8
business
expenses
Less: Fuel  3,068   3,408   (340)       (10.0)      6,118    6,637    (519)       (7.8)
expense
Less:
Profit
sharing     42      54      (12)        (22.2)      42       54       (12)        (22.2)
programs,
including
taxes
Operating
expenses,
excluding
fuel,
profit
sharing,    $5,899  $5,636  $263        4.7         $11,621  $11,051  $570        5.2
special
charges and
third-party
business
expenses
Net income  $469    $339    $130        38.3        $52      $(109)   $161        NM
(loss)
Less:
Special     52      206     (154)       NM        144      368      (224)       NM
charges,
net (C)
Net income,
excluding   $521    $545    $(24)       (4.4)       $196     $259     $(63)       (24.3)
special
charges
Diluted
earnings    $1.21   $0.89   $0.32       36.0        $0.15    $(0.33)  $0.48       NM
(loss) per
share
Add back:
Special     0.13    0.52    (0.39)      NM        0.37     0.95     (0.58)      NM
charges,
net of tax
Add back:
Impact of   0.01    -       0.01        NM        0.02     0.08     (0.06)      NM
dilution
Diluted
earnings
per share,  $1.35   $1.41   $(0.06)     (4.3)       $0.54    $0.70    $(0.16)     (22.9)
excluding
special
charges





UNITED CONTINENTAL HOLDINGS, INC.
NON-GAAP FINANCIAL RECONCILIATION (Continued)
                      Three Months Ended              Six Months
                                                      Ended
                      June 30,            %           June 30,      %
                      2013       2012     Increase/   2013   2012   Increase/
                                          (Decrease)                (Decrease)
CASM Mainline
Operations (cents)
Cost per available    13.83      13.65    1.3         14.34  13.73  4.4
seat mile (CASM)
Less: Special charges 0.10       0.37     NM          0.14   0.34   NM
(C)
CASM, excluding       13.73      13.28    3.4         14.20  13.39  6.0
special charges
Less: Third-party     0.31       0.10     210.0       0.28   0.12   133.3
business expenses
CASM, excluding
special charges and   13.42      13.18    1.8         13.92  13.27  4.9
third-party business
expenses
Less: Fuel expense    4.53       4.97     (8.9)       4.73   4.99   (5.2)
CASM, excluding
special charges,      8.89       8.21     8.3         9.19   8.28   11.0
third-party business
expenses and fuel
Less: Profit sharing
per available seat    0.08       0.09     (11.1)      0.04   0.05   (20.0)
mile
CASM, excluding
special charges,
third-party business  8.81       8.12     8.5         9.15   8.23   11.2
expenses, fuel, and
profit sharing
Add: Profit sharing
held constant at
prior year expense    0.10       0.09     11.1        0.05   0.05   -
per available seat
mile
Add: Current year
fuel cost at prior    4.96       -        NM          4.97   -      NM
year fuel price per
available seat mile
Add: Prior year fuel
cost per available    -          4.97     NM          -      4.99   NM
seat mile
CASM, holding fuel
rate and profit
sharing constant and
excluding special     13.87      13.18    5.2         14.17  13.27  6.8
charges and
third-party business
expenses
CASM Consolidated
Operations (cents)
Cost per available    14.59      14.49    0.7         15.10  14.59  3.5
seat mile (CASM)
Less: Special charges 0.08       0.32     NM          0.12   0.29   NM
(C)
CASM, excluding       14.51      14.17    2.4         14.98  14.30  4.8
special charges
Less: Third-party     0.27       0.09     200.0       0.24   0.10   140.0
business expenses
CASM, excluding
special charges and   14.24      14.08    1.1         14.74  14.20  3.8
third-party business
expenses
Less: Fuel expense    4.85       5.27     (8.0)       5.07   5.31   (4.5)
CASM, excluding
special charges,      9.39       8.81     6.6         9.67   8.89   8.8
third-party business
expenses and fuel
Less: Profit sharing
per available seat    0.06       0.09     (33.3)      0.04   0.05   (20.0)
mile
CASM, excluding
special charges,
third-party business  9.33       8.72     7.0         9.63   8.84   8.9
expenses, fuel, and
profit sharing
Add: Profit sharing
held constant at
prior year expense    0.09       0.09     -           0.04   0.05   (20.0)
per available seat
mile
Add: Current year
fuel cost at prior    5.29       -        NM          5.33   -      NM
year fuel price per
available seat mile
Add: Prior year fuel
cost per available    -          5.27     NM          -      5.31   NM
seat mile
CASM, holding fuel
rate and profit
sharing constant and
excluding special     14.71      14.08    4.5         15.00  14.20  5.6
charges and
third-party business
expenses

UNITED CONTINENTAL HOLDINGS, INC.
RETURN ON INVESTED CAPITAL (ROIC)
(in millions)                                             Twelve Months Ended
                                                          June 30, 2013
Net Operating Profit After Tax (NOPAT)
Pre-tax income excluding special charges (a)              $525
Add: Interest expense (b)                                 803
Add: Interest component of capitalized aircraft rent (b)  474
Add: Net interest on pension (b)                          154
Less: Adjusted income tax (expense) / benefit             1
NOPAT                                                     $1,957
Effective tax rate                                        (0.2%)
Invested Capital (five-quarter average)
Total assets                                              $37,707
Add: Capitalized aircraft rent (@7.0x)                    6,920
Less:
 Advance ticket sales                                 (4,262)
 Frequent flier deferred revenue                      (6,697)
 Deferred incomes taxes                               2,837
 Tax valuation allowance                              (4,410)
 Other non-interest bearing liabilities               (7,101)
Average Invested Capital (five-quarter average)           $24,994
Return on Invested Capital                               7.8%
(a) Non-GAAP Financial Reconciliation                     Twelve Months Ended
                                                          June 30, 2013
Loss before income taxes                                  $(572)
Add: Special charges                                      1,097
Pre-tax income excluding special charges                  $525
(b) Net of tax shield



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