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United Airlines Holdings Inc

For the period ended Dec 31, 2023. Filed Feb 29, 2024.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 29, 2024

UAL$120.56+0.1%Stored close · as of Nov 10, 2026

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Item 8. Financial Statements and Supplementary Data

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, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), stockholders' equity and cash flows, for each of the three years in the period ended December 31, 2023, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, 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, 2023, 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 29, 2024, expressed an unqualified opinion thereon.

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 Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that is communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Indefinite-lived Intangible Asset (China Route Authorities) Impairment Analysis
Description of the MatterAs 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 more frequently if events or circumstances indicate that the asset may be impaired. 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. At December 31, 2023, the carrying value of the Company's China route authority indefinite-lived intangible asset (the China intangible asset) was $1.0 billion.
Auditing management's annual China intangible asset impairment test was complex and highly judgmental due to the significant estimation required in determining the fair value of the asset. The fair value estimate was sensitive to significant assumptions such as forecasted revenues, fuel costs, other operating costs, margin and an overall 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 AuditWe 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 asset 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 forecasted revenues, fuel costs, other operating costs, margin and the overall discount rate.
To test the estimated fair value of the Company's China intangible asset, 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 asset that would result from changes in assumptions. We also involved a valuation specialist to assist in our evaluation of the Company's overall discount rate.

/s/ Ernst & Young LLP

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

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, 2023 and 2022, and the related consolidated statements of operations, comprehensive income (loss), stockholder's equity and cash flows, for each of the three years in the period ended December 31, 2023, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.

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 Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Indefinite-lived Intangible Asset (China Route Authorities) Impairment Analysis
Description of the MatterAs 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 more frequently if events or circumstances indicate that the asset may be impaired. 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. At December 31, 2023, the carrying value of the Company's China route authority indefinite-lived intangible asset (the China intangible asset) was $1.0 billion.
Auditing management's annual China intangible asset impairment test was complex and highly judgmental due to the significant estimation required in determining the fair value of the asset. The fair value estimate was sensitive to significant assumptions such as forecasted revenues, fuel costs, other operating costs, margin and an overall 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 AuditWe 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 asset 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 forecasted revenues, fuel costs, other operating costs, margin and the overall discount rate.
To test the estimated fair value of the Company's China intangible asset, 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 asset that would result from changes in assumptions. We also involved a valuation specialist to assist in our evaluation of the Company's overall discount rate.

/s/ Ernst & Young LLP

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

STATEMENTS OF CONSOLIDATED OPERATIONS

(In millions, except per share amounts)

Year Ended December 31,
202320222021
Operating revenue:
Passenger revenue$49,046$40,032$20,197
Cargo1,4952,1712,349
Other operating revenue3,1762,7522,088
Total operating revenue53,71744,95524,634
Operating expense:
Salaries and related costs14,78711,4669,566
Aircraft fuel12,65113,1135,755
Landing fees and other rent3,0762,5762,416
Aircraft maintenance materials and outside repairs2,7362,1531,316
Depreciation and amortization2,6712,4562,485
Regional capacity purchase2,4002,2992,147
Distribution expenses1,9771,535677
Aircraft rent197252228
Special charges949140(3,367)
Other operating expenses8,0626,6284,433
Total operating expense49,50642,61825,656
Operating income (loss)4,2112,337(1,022)
Nonoperating income (expense):
Interest expense(1,956)(1,778)(1,657)
Interest income82729836
Interest capitalized18210580
Unrealized gains (losses) on investments, net2720(34)
Miscellaneous, net96840
Total nonoperating expense, net(824)(1,347)(1,535)
Income (loss) before income taxes3,387990(2,557)
Income tax expense (benefit)769253(593)
Net income (loss)$2,618$737$(1,964)
Earnings (loss) per share, basic$7.98$2.26$(6.10)
Earnings (loss) per share, diluted$7.89$2.23$(6.10)

STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)

Year Ended December 31,
202320222021
Net income (loss)$2,618$737$(1,964)
Other comprehensive income (loss), net of tax:
Employee benefit plans(261)1,145199
Investments and other24(28)(2)
Total other comprehensive income (loss), net of tax(237)1,117197
Total comprehensive income (loss), net$2,381$1,854$(1,767)
At December 31,
ASSETS20232022
Current assets:
Cash and cash equivalents$6,058$7,166
Short-term investments8,3309,248
Restricted cash3145
Receivables, less allowance for credit losses (2023—$18; 2022—$11)1,8981,801
Aircraft fuel, spare parts and supplies, less obsolescence allowance (2023—$689; 2022—$610)1,5611,109
Prepaid expenses and other609689
Total current assets18,48720,058
Operating property and equipment:
Flight equipment48,44842,775
Other property and equipment10,5279,334
Purchase deposits for flight equipment3,5502,820
Total operating property and equipment62,52554,929
Less—Accumulated depreciation and amortization(22,710)(20,481)
Total operating property and equipment, net39,81534,448
Operating lease right-of-use assets3,9143,889
Other assets:
Goodwill4,5274,527
Intangibles, less accumulated amortization (2023—$1,495; 2022—$1,472)2,7252,762
Restricted cash245210
Deferred income taxes—91
Investments in affiliates and other, less allowance for credit losses (2023—$38; 2022—$21)1,3911,373
Total other assets8,8888,963
Total assets$71,104$67,358

(continued on next page)

At December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY20232022
Current liabilities:
Accounts payable$3,835$3,395
Accrued salaries and benefits2,9401,971
Advance ticket sales6,7047,555
Frequent flyer deferred revenue3,0952,693
Current maturities of long-term debt4,0182,911
Current maturities of other financial liabilities5723
Current maturities of operating leases576561
Current maturities of finance leases172104
Other806779
Total current liabilities22,20319,992
Long-term debt25,05728,283
Long-term obligations under operating leases4,5034,459
Long-term obligations under finance leases91115
Other liabilities and deferred credits:
Frequent flyer deferred revenue4,0483,982
Pension liability968747
Postretirement benefit liability637671
Deferred income taxes5940
Other financial liabilities2,265844
Other1,4141,369
Total other liabilities and deferred credits9,9267,613
Commitments and contingencies
Stockholders' equity:
Preferred stock——
Common stock at par, $0.01 par value; authorized 1,000,000,000 shares; outstanding 328,018,739 and 326,930,321 shares at December 31, 2023 and 2022, respectively44
Additional capital invested8,9928,986
Stock held in treasury, at cost(3,441)(3,534)
Retained earnings3,8311,265
Accumulated other comprehensive income(62)175
Total stockholders' equity9,3246,896
Total liabilities and stockholders' equity$71,104$67,358

STATEMENTS OF CONSOLIDATED CASH FLOWS

Year Ended December 31,
202320222021
Operating Activities:
Net income (loss)$2,618$737$(1,964)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities -
Deferred income tax (benefit)756248(583)
Depreciation and amortization2,6712,4562,485
Operating and non-operating special charges, non-cash portion841632
Unrealized (gains) losses on investments(27)(20)34
Amortization of debt discount and debt issuance costs139156171
Other operating activities6218222
Changes in operating assets and liabilities -
Increase in receivables(100)(158)(448)
Increase in prepaids and other assets(463)(86)(292)
Increase (decrease) in advance ticket sales(851)1,2001,521
Increase in frequent flyer deferred revenue468393307
Increase in accounts payable572796985
Increase (decrease) in other liabilities1,038110(403)
Net cash provided by operating activities6,9116,0662,067
Investing Activities:
Capital expenditures, net of flight equipment purchase deposit returns(7,171)(4,819)(2,107)
Purchases of short-term and other investments(9,470)(11,232)(68)
Proceeds from sale of short-term and other investments10,5192,084397
Proceeds from sale of property and equipment39207107
Other, net(23)(69)(1)
Net cash used in investing activities(6,106)(13,829)(1,672)
Financing Activities:
Proceeds from issuance of debt and other financial liabilities, net of discounts and fees2,38873611,096
Payments of long-term debt, finance leases and other financial liabilities(4,248)(4,011)(5,205)
Proceeds from equity issuance——532
Other, net(32)(74)(27)
Net cash provided by (used in) financing activities(1,892)(3,349)6,396
Net increase (decrease) in cash, cash equivalents and restricted cash(1,087)(11,112)6,791
Cash, cash equivalents and restricted cash at beginning of year7,42118,53311,742
Cash, cash equivalents and restricted cash at end of year$6,334$7,421$18,533
Investing and Financing Activities Not Affecting Cash:
Property and equipment acquired through the issuance of debt, finance leases and other$777$19$814
Right-of-use assets acquired through operating leases552137771
Lease modifications and lease conversions546(84)123
Investment interests received in exchange for goods and services33103295
Cash Paid During the Period for:
Interest$1,848$1,573$1,424
Income taxes78—

STATEMENTS OF CONSOLIDATED STOCKHOLDERS' EQUITY

CommonStock · AdditionalCapital Invested · Treasury Stock · Retained Earnings · AccumulatedOther Comprehensive Income (Loss) · Total
Shares · Amount
Balance at December 31, 2020311.8$4$8,366$(3,897)$2,626$(1,139)$5,960
Net loss————(1,964)—(1,964)
Other comprehensive income—————197197
Stock-settled share-based compensation——232———232
Warrants issued——99———99
Issuance of common stock11.0—532———532
Stock issued for share-based awards, net of shares withheld for tax1.0—(73)83(37)—(27)
Balance at December 31, 2021323.849,156(3,814)625(942)5,029
Net income————737—737
Other comprehensive income—————1,1171,117
Stock-settled share-based compensation——86———86
Stock issued for share-based awards, net of shares withheld for tax3.1—(256)280(97)—(73)
Balance at December 31, 2022326.948,986(3,534)1,2651756,896
Net income————2,618—2,618
Other comprehensive loss—————(237)(237)
Stock-settled share-based compensation——77———77
Proceeds from exercise of stock options11
Stock issued for share-based awards, net of shares withheld for tax1.1—(72)93(52)—(31)
Balance at December 31, 2023328.0$4$8,992$(3,441)$3,831$(62)$9,324

STATEMENTS OF CONSOLIDATED OPERATIONS

Year Ended December 31,
202320222021
Operating revenue:
Passenger revenue$49,046$40,032$20,197
Cargo1,4952,1712,349
Other operating revenue3,1762,7522,088
Total operating revenue53,71744,95524,634
Operating expense:
Salaries and related costs14,78711,4669,566
Aircraft fuel12,65113,1135,755
Landing fees and other rent3,0762,5762,416
Aircraft maintenance materials and outside repairs2,7362,1531,316
Depreciation and amortization2,6712,4562,485
Regional capacity purchase2,4002,2992,147
Distribution expenses1,9771,535677
Aircraft rent197252228
Special charges (credits)949140(3,367)
Other operating expenses8,0596,6264,431
Total operating expense49,50342,61625,654
Operating income (loss)4,2142,339(1,020)
Nonoperating income (expense):
Interest expense(1,956)(1,778)(1,657)
Interest income82729836
Interest capitalized18210580
Unrealized gains (losses) on investments, net2720(34)
Miscellaneous, net96840
Total nonoperating expense, net(824)(1,347)(1,535)
Income (loss) before income taxes3,390992(2,555)
Income tax expense (benefit)770253(593)
Net income (loss)$2,620$739$(1,962)

STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)

Year Ended December 31,
202320222021
Net income (loss)$2,620$739$(1,962)
Other comprehensive income (loss), net of tax:
Employee benefit plans(261)1,145199
Investments and other24(28)(2)
Total other comprehensive income, net of tax(237)1,117197
Total comprehensive income (loss), net$2,383$1,856$(1,765)
At December 31,
ASSETS20232022
Current assets:
Cash and cash equivalents$6,058$7,166
Short-term investments8,3309,248
Restricted cash3145
Receivables, less allowance for credit losses (2023—$18; 2022—$11)1,8981,801
Aircraft fuel, spare parts and supplies, less obsolescence allowance (2023—$689; 2022—$610)1,5611,109
Prepaid expenses and other609689
Total current assets18,48720,058
Operating property and equipment:
Flight equipment48,44842,775
Other property and equipment10,5279,334
Purchase deposits for flight equipment3,5502,820
Total operating property and equipment62,52554,929
Less—Accumulated depreciation and amortization(22,710)(20,481)
Total operating property and equipment, net39,81534,448
Operating lease right-of-use assets3,9143,889
Other assets:
Goodwill4,5274,527
Intangibles, less accumulated amortization (2023—$1,495; 2022—$1,472)2,7252,762
Restricted cash245210
Deferred income taxes—62
Investments in affiliates and other, less allowance for credit losses (2023—$38; 2022—$21)1,3911,373
Total other assets8,8888,934
Total assets$71,104$67,329

(continued on next page)

At December 31,
LIABILITIES AND STOCKHOLDER'S EQUITY20232022
Current liabilities:
Accounts payable$3,835$3,395
Accrued salaries and benefits2,9401,971
Advance ticket sales6,7047,555
Frequent flyer deferred revenue3,0952,693
Current maturities of long-term debt4,0182,911
Current maturities of other financial liabilities5723
Current maturities of operating leases576561
Current maturities of finance leases172104
Other808781
Total current liabilities22,20519,994
Long-term debt25,05728,283
Long-term obligations under operating leases4,5034,459
Long-term obligations under finance leases91115
Other liabilities and deferred credits:
Frequent flyer deferred revenue4,0483,982
Pension liability968747
Postretirement benefit liability637671
Deferred income taxes622—
Other financial liabilities2,265844
Other1,4141,369
Total other liabilities and deferred credits9,9547,613
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, 2023 and 2022——
Additional capital invested482403
Retained earnings6,3363,716
Accumulated other comprehensive income(62)175
Payable to parent2,5382,571
Total stockholder's equity9,2946,865
Total liabilities and stockholder's equity$71,104$67,329

STATEMENTS OF CONSOLIDATED CASH FLOWS

Year Ended December 31,
202320222021
Operating Activities:
Net income (loss)$2,620$739$(1,962)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities -
Deferred income tax (benefit)757248(583)
Depreciation and amortization2,6712,4562,485
Operating and non-operating special charges, non-cash portion841632
Unrealized (gains) losses on investments(27)(20)34
Amortization of debt discount and debt issuance costs139156171
Other operating activities7218222
Changes in operating assets and liabilities -
Increase in receivables(100)(158)(448)
Increase in intercompany receivables(33)(76)(28)
Increase in prepaids and other assets(463)(86)(293)
Increase (decrease) in advance ticket sales(851)1,2001,521
Increase in frequent flyer deferred revenue468393307
Increase in accounts payable572796985
Increase (decrease) in other liabilities1,035110(403)
Net cash provided by operating activities6,8795,9922,040
Investing Activities:
Capital expenditures, net of flight equipment purchase deposit returns(7,171)(4,819)(2,107)
Purchases of short-term and other investments(9,470)(11,232)(68)
Proceeds from sale of short-term and other investments10,5192,084397
Proceeds from sale of property and equipment39207107
Other, net(23)(69)(1)
Net cash used in investing activities(6,106)(13,829)(1,672)
Financing Activities:
Proceeds from issuance of debt and other financial liabilities, net of discounts and fees2,38873611,096
Payments of long-term debt, finance leases and other financial liabilities(4,248)(4,011)(5,205)
Proceeds from issuance of parent company stock——532
Net cash provided by (used in) financing activities(1,860)(3,275)6,423
Net increase (decrease) in cash, cash equivalents and restricted cash(1,087)(11,112)6,791
Cash, cash equivalents and restricted cash at beginning of year7,42118,53311,742
Cash, cash equivalents and restricted cash at end of year$6,334$7,421$18,533
Investing and Financing Activities Not Affecting Cash:
Property and equipment acquired through the issuance of debt, finance leases and other$777$19$814
Right-of-use assets acquired through operating leases552137771
Lease modifications and lease conversions546(84)123
Investment interests received in exchange for goods and services33103295
Cash Paid During the Period for:
Interest$1,848$1,573$1,424
Income taxes78—

STATEMENTS OF CONSOLIDATED STOCKHOLDER'S EQUITY

AdditionalCapitalInvestedRetained EarningsAccumulatedOtherComprehensiveIncome (Loss)(Receivable from) Payable to Related Parties, NetTotal
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 compensation232———232
Impact of UAL common stock issuance———532532
Other———7171
Balance at December 31, 20213172,977(942)2,6464,998
Net income—739——739
Other comprehensive income——1,117—1,117
Stock-settled share-based compensation86———86
Other———(75)(75)
Balance at December 31, 20224033,7161752,5716,865
Net income—2,620——2,620
Other comprehensive loss——(237)—(237)
Stock-settled share-based compensation77———77
Other2——(33)(31)
Balance at December 31, 2023$482$6,336$(62)$2,538$9,294
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.